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
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Date
of Report (Date of earliest event reported)
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October
13, 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.
Supplemental
Indenture
Assumption of Obligations under
Senior Secured Notes and Related Indenture.
On October 13, 2009, FelCor
Lodging Trust Incorporated (the “Company”), its subsidiary FelCor Lodging
Limited Partnership (“FelCor LP”), certain subsidiaries of the Company and
FelCor LP, as guarantors (the “Subsidiary Guarantors”), FelCor Escrow Holdings,
L.L.C., as original issuer (the “FelCor Escrow Sub”), and FelCor
Holdings Trust, as pledgor (“FHT”), entered into a Second Supplemental Indenture
with U.S. Bank National Association, as trustee (“Trustee”), in connection with
FelCor LP’s assumption of all of the rights and obligations under the Indenture,
dated as of October 1, 2009, by and between FelCor Escrow Sub and Trustee (as
supplemented through the October 13, 2009, the “Indenture”) governing the
issuance of $636 million of senior secured floating rate notes due 2011 (the
“Notes”) on October 1, 2009. The Notes 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.
Security.
The Notes are
secured by a pledge of the limited partner interests in FelCor LP owned now or
hereafter by FHT (the “LP Interests”) and are expected to be further secured by
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 (the
“Equity Pledges”). The Trustee also has the right to purchase on behalf of the
holders of the Notes, the general partner interests in FelCor LP owned by FelCor
for an exercise price of $1.00, which right is only exercisable in
connection with foreclosure on the pledged FelCor LP limited partner interest
following an event of default under the Indenture. With respect to
the first lien mortgages, FelCor and FelCor LP have agreed to use their
commercially reasonable efforts to complete those actions required to create and
perfect liens on the collateral hotels as soon as reasonably practicable and in
any event within 180 days of the closing date.
Covenants and other Provisions.
The Indenture contains certain covenants limiting or prohibiting the
ability of the FelCor LP to: (i) pay dividends and other distributions with
respect to equity interests and purchase, redeem or retire equity interests;
(ii) incur incremental indebtedness or issue preferred equity interests; (iii)
enter into certain asset sales; (iv) enter into transactions with affiliates;
(v) incur liens on assets to secure certain debt; and (vi) engage in certain
mergers or consolidations and transfers of assets. The Indenture also
contains customary event of default provisions. The Indenture, as supplemented,
provides that FelCor LP would repurchase the Notes upon a change of control at a
purchase price equal to 101% of the debt outstanding under the
Notes. FelCor LP may redeem the Notes, in whole or in part, at a
redemption price of 100% of the principal amount of the Notes, plus a make-whole
premium, plus accrued and unpaid interest on the Notes to the date of
redemption. Under certain circumstances, upon the occurrence of an
event of default, the holders of the Notes or the Trustee may declare the
outstanding debt due and payable.
On
October 12, 2009, FelCor Escrow Sub and the Trustee entered into the First
Supplemental Indenture that provided additional flexibility with respect to the
incurrence of indebtedness by FelCor LP upon its assumption of the obligations
under the Indenture. Copies of the First Supplemental Indenture and
the Second Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2,
respectively, which are incorporated herein by reference.
Registration Rights
Agreement
In
connection with the issuance of the Notes, the Company and FelCor LP entered
into a registration rights agreement (the “Registration Rights Agreement”) dated
October 1, 2009, that became effective when FelCor LP assumed FelCor Escrow
Sub’s obligations under the Indenture on October 13, 2009, with J.P. Morgan
Securities Inc. on its own behalf and as representative of the other initial
purchasers of the Notes. The Company and FelCor LP have agreed to use their
commercially reasonable efforts, at their cost, to file and cause to become
effective, an exchange offer registration statement with respect to an offer to
exchange the Notes for notes identical to the Notes (except that the exchanged
notes will not have restrictions on transfer), or, under certain circumstances
to file a shelf registration statement to cover the resale of the Notes. The
Registration Rights Agreement provides that the exchange offer will remain open
for at least 20 business days after notice is mailed to the holders of the
Notes. If the Company and FelCor LP fail to file a registration statement
required by the Registration Rights Agreement within the prescribed time
periods, or any such registration statement is not declared effective within the
prescribed time periods, FelCor LP will be required to pay additional interest
to the holders of the Notes. A copy of the Registration Rights Agreement is
attached hereto as Exhibit 4.3 and is incorporated herein by
reference.
Pledge
Agreement
On
October 13, 2009, FelCor, FelCor LP, FHT, and various subsidiaries of FelCor, as
pledgors, entered into a pledge agreement (the “Pledge Agreement”) with U.S.
Bank National Association, as collateral agent (“Collateral Agent”), pursuant to
which (i) FHT granted a security interest in the LP Interests to the Collateral
Agent, and (ii) the subsidiary pledgors granted a security interest in the
Equity Pledges to the Collateral Agent. The LP Interests represent more than 95%
of the limited partner interests in FelCor LP. The security
interests in the LP Interests and the Equity Pledges will be released
automatically upon payment in full of all amounts due under the Notes or
otherwise upon release by the Trustee in accordance with the Indenture. A copy
of the Pledge Agreement is attached hereto as Exhibit 10.1 and is 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
“Supplemental 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 Indenture” under Item 1.01 above, which is incorporated
herein by reference
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Section
8 – Other Events
Item
8.01 Other
Events.
On
October 7, 2009, FelCor and FelCor LP announced that FelCor Escrow Sub had
commenced a solicitation of consents to a proposed amendment to the Indenture
governing the Notes that would provide additional flexibility with respect to
the incurrence of indebtedness by FelCor LP, once FelCor LP had assumed the
obligations under the Indenture. On October 12, 2009, FelCor and FelCor LP
announced that FelCor Escrow Sub had received consents from the holders of a
majority in principal amount of the Notes required to amend the Indenture and
thus enter into the First Supplemental Indenture. A copy of the press
release relating to the commencement of the consent solicitation is attached
hereto as Exhibit 99.1. A copy of the press release relating to the
receipt of the requisite consents to amend the Indenture is attached hereto as
Exhibit 99.2.
On
October 13, 2009, FelCor LP announced that it had assumed the obligations of
FelCor Escrow Sub under the Indenture and that, consequently, the previously
announced sale of the Notes was completed. A copy of the press
release related to the closing of the sale of the Notes by FelCor LP is attached
hereto as Exhibit 99.3. On October 16, 2009, FelCor LP announced that
it had completed the tender offers.
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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First
Supplemental Indenture dated as of October 12, 2009, by and between FelCor
Escrow Holdings, L.L.C. and U.S. Bank National
Association.
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4.2
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Second
Supplemental Indenture dated as of October 13, 2009, by and among FelCor
Lodging Trust Incorporated, FelCor Lodging Limited Partnership, certain
subsidiary guarantors named therein, FelCor Holdings Trust, FelCor Escrow
Holdings, L.L.C. and U.S. Bank National Association.
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4.3
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Registration
Rights Agreement dated October 1, 2009 to be effective as of October 13,
2009, by and among FelCor Lodging Trust Incorporated, FelCor Lodging
Limited Partnership, certain subsidiary guarantors named therein, and J.P.
Morgan Securities Inc. on behalf of itself and the initial
purchasers.
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10.1
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Pledge
Agreement dated October 13, 2009, by and among FelCor Lodging Trust
Incorporated, FelCor Lodging Limited Partnership, certain subsidiary
pledgors named therein, FelCor Holdings Trust, and U.S. Bank National
Association.
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99.1
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Press
release dated October 7, 2009, relating to the commencement of the consent
solicitation.
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99.2
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Press
release dated October 12, 2009, relating to the receipt of the requisite
consents to amend the Indenture.
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99.3
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Press
release dated October 13, 2009, relating to the completion of the
offering, sale and assumption of the Notes by FelCor Lodging
Limited Partnership.
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99.4
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Press
release dated October 16, 2009, relating to the completion of the tender
offers.
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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
19, 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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