RLJ Lodging Trust ( “RLJ”) (NYSE:RLJ) and FelCor Lodging Trust
Incorporated (“FelCor”) (NYSE:FCH) today announced that RLJ will
hold a Special Meeting of its Shareholders (the "RLJ Special
Meeting") on Monday, August 7, 2017 at 5:00 p.m. Eastern Time, at
RLJ’s corporate headquarters at 3 Bethesda Metro Center, Suite
1000, Bethesda, Maryland 20814 and that FelCor will hold a Special
Meeting of its Stockholders (the “FelCor Special Meeting”) on
Monday, August 7, 2017 at 11:00 a.m. Central Time, at 125 E. John
Carpenter Freeway, Suite 1600, Irving, Texas 75062.
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The record date for determining those shareholders and
stockholders entitled to vote at each of the RLJ Special Meeting
and the FelCor Special Meeting, respectively, has been set as the
close of business on Thursday, July 6, 2017. At the RLJ Special
Meeting, RLJ's shareholders will be asked to vote on the issuance
of common shares of beneficial interest, par value $0.01 per share,
of RLJ in connection with the previously announced agreement and
plan of merger pursuant to which FelCor will merge with and into a
subsidiary of RLJ in a stock-for-stock transaction (the “Merger”).
At the FelCor Special Meeting, FelCor’s stockholders will be asked
to vote on a proposal to approve the Merger.
In addition, RLJ and FelCor jointly announced that the parties
expect the closing of the Merger to occur on or about August 31,
2017, assuming all conditions to closing are satisfied (including
the approval of shareholders and stockholders of both companies at
the meetings described above).
About RLJ Lodging Trust
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. RLJ owns 122
hotels with approximately 20,100 rooms, located in 21 states and
the District of Columbia.
About FelCor Lodging Trust
Incorporated
FelCor Lodging Trust Incorporated, a Maryland corporation, owns
a diversified portfolio of primarily upper-upscale full-service
hotels that are located in major urban and resort markets
throughout the U.S. FelCor partners with leading hotel companies
who operate its properties under globally renowned names and as
premier independent hotels.
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 and FelCor operate and beliefs of
and assumptions made by RLJ management and FelCor management,
involve uncertainties that could significantly affect the financial
results of RLJ or FelCor or 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 proposed merger between RLJ and FelCor, including
future financial and operating results, the attractiveness of the
value to be received by FelCor stockholders, the attractiveness of
the value to be received by RLJ, 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 and
FelCor from time to time, including those discussed under the
heading "Risk Factors" in their respective most recently filed
reports on Forms 10K and 10Q. Neither RLJ nor FelCor undertakes any
duty to update any forward looking statements appearing in this
document.
Additional Information about the
Proposed Merger and Where to Find It
This communication relates to the proposed transaction pursuant
to the terms of the Agreement and Plan of Merger, dated as
of April 23, 2017, by and among RLJ, FelCor and the other
entities party thereto. In connection with the proposed merger, RLJ
has filed with the SEC a registration statement on Form
S-4 (which registration statement has not yet been declared
effective) that includes a joint proxy statement of RLJ and FelCor
that also constitutes a prospectus of RLJ, which joint proxy
statement/prospectus has not yet been declared effective. RLJ and
FelCor also plan to file other relevant documents with
the SEC regarding the proposed transaction. INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the joint proxy statement/prospectus and
other relevant documents (if and when they become available) filed
by RLJ and FelCor with the SEC at
the SEC's website at www.sec.gov. Copies of the
documents filed by RLJ with the SEC will be available
free of charge on RLJ's website at www.rljlodgingtrust.com or
by emailing RLJ Investor Relations
at ir@rljlodgingtrust.com or at 301-280-7774. Copies of
the documents filed by FelCor with the SEC will be
available free of charge on FelCor's website
at www.felcor.com or by contacting FelCor Investor
Relations at asalami@felcor.com or at 972-444-4967.
Certain Information Regarding
Participants
RLJ and FelCor and their respective trustees, directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. You can find information about
RLJ’s executive officers and Trustees in RLJ's definitive proxy
statement filed with the SEC on March 28,
2017 in connection with its 2017 annual meeting of
shareholders and in Form 4s of RLJ's trustees and executive
officers filed with the SEC. You can find information about
FelCor's executive officers and directors in Amendment No. 1 to
FelCor’s Annual Report on Form 10-K for the year
ended December 31, 2016 on Form 10-K/A filed with
the SEC on April 28, 2017. Additional information
regarding the interests of such potential participants will be
included in the joint proxy statement/prospectus and other relevant
documents filed with the SEC if and when they become
available. You may obtain free copies of these documents from RLJ
or FelCor using the sources indicated above.
No Offer or Solicitation
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20170623005732/en/
RLJ Lodging TrustInvestors:Leslie D. HaleChief Operating Officer
and Chief Financial Officer301-280-7774orFelCor Lodging
TrustInvestors:Michael C. Hughes, Chief Financial
Officer,972-444-4967
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