Item 7.01. Regulation FD Disclosure
On September 19, 2017, RLJ Lodging Trust (
RLJ
) issued a press release announcing the commencement by FelCor Lodging Limited Partnership (
FelCor LP
), a Delaware limited partnership and subsidiary of RLJ, of an offer to repurchase its outstanding 5.625% Senior Secured Notes due 2023 (the
Notes
) at 101% of the principal amount thereof plus accrued and unpaid interest (the
Change of Control Offer
), pursuant to the Indenture, dated as of December 17, 2012 (as amended by the First Supplemental Indenture, dated as of January 7, 2013, and the Second Supplemental Indenture, dated as of August 31, 2017, the
Indenture
), among FelCor LP, Rangers Sub I (as defined below) (as successor to FelCor Lodging Trust Incorporated (
FelCor
)), the other guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee.
The Change of Control Offer is being conducted in connection with the consummation on August 31, 2017 of the transactions contemplated by the Agreement and Plan of Merger (the
Merger Agreement
), dated as of April 23, 2017, by and among RLJ, RLJ Lodging Trust, L.P. (
RLJ LP
), Rangers Sub I, LLC, a wholly owned subsidiary of RLJ LP (
Rangers Sub I
), Rangers Sub II, LP, an indirect wholly owned subsidiary of RLJ LP (
Partnership Merger Sub
), FelCor and FelCor LP. Pursuant to the Merger Agreement, Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as a wholly owned subsidiary of RLJ LP (the
Partnership Merger
), and immediately thereafter, FelCor merged with and into Rangers Sub I, with Rangers Sub I surviving as a wholly owned subsidiary of RLJ LP (the
REIT Merger
and, together with the Partnership Merger, the
Mergers
). Under the Indenture, the completion of the Mergers constituted a Change of Control (as defined in the Indenture) and therefore enables each holder to require FelCor LP to make a Change of Control Offer.
A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
The Change of Control Offer will be made pursuant to a change of control notice and offer to purchase (the
Offer to Purchase
) and an accompanying letter of transmittal (the
Letter of Transmittal
). The Offer to Purchase and the Letter of Transmittal set forth the complete terms of the Change of Control Offer and are attached hereto as Exhibits 99.2 and 99.3, respectively.