UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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RLJ LODGING TRUST
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(Name of Registrant as Specified in Its Charter)
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LAND & BUILDINGS CAPITAL GROWTH FUND, LP
L & B REAL ESTATE OPPORTUNITY FUND, LP
LAND & BUILDINGS ABSOLUTE VALUE II LLC
LAND & BUILDINGS INVESTMENT MANAGEMENT,
LLC
LAND & BUILDINGS GP LP
JONATHAN LITT
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Land & Buildings Investment
Management, LLC, together with the other participants named herein (collectively, “Land & Buildings”), intends
to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission to be used to solicit
proxies for the election of its slate of director nominees at the 2018 annual meeting of shareholders of RLJ Lodging Trust, a Maryland
corporation.
On February 14, 2018, Land & Buildings issued the following press release:
Land and Buildings Issues Letter
to RLJ Lodging Trust Shareholders Regarding
Appointment of New Director
– Believes that the RLJ Board
Has Chosen to Disenfranchise Shareholders Rather Than
Seriously Consider Several Highly-Qualified Directors Put Forth by Land
& Buildings –
– Given Dismal Performance
Following Numerous Capital Allocation Missteps, the Most Glaring Need
in the Boardroom is Relevant Capital Market and REIT Experience
– Which the
Appointment of Robert McCarthy Fails to Address –
– Land &
Buildings Has Preserved its Rights to Effect Change through the Nomination of Director
Candidates for Election at the 2018
Annual Meeting –
Stamford, CT
(February 14, 2018) – Land
and Buildings Investment Management, LLC (together with its affiliates, “Land and Buildings”) today issued the following
letter to shareholders of RLJ Lodging Trust (NYSE: RLJ) (“RLJ” or the “Company”):
February 14, 2018
Dear Fellow RLJ Lodging Trust Shareholders:
The RLJ Board of Directors (the “Board”)
appears to be more focused on entrenchment and self-preservation than on maximizing value for all shareholders. Rather than seriously
considering several exceptionally qualified directors – with relevant public market and REIT experience – that Land
& Buildings recommended for appointment to the Board, they chose the former Chief Operating Officer (COO) of Marriott International,
Robert McCarthy.
While we agree that the RLJ management team, CEO Ross
Bierkan and CFO/COO Leslie Hale, are in desperate need of both capital allocation and operating experience – given the horrible
performance of RLJ shares following numerous capital allocation missteps – the most glaring need in the boardroom is relevant
capital markets and REIT experience. Specifically, the rejection of an all cash offer from Blackstone for well north of $24 per
share over the Summer of 2017, issuing equity at a substantial discount to net asset value to help the FelCor acquisition, delays
in selling assets to reduce high debt levels, and the lack of transparency on synergies related to the merger with FelCor, all
highlight the desperate need for additional oversight at the Company and in particular, directors with relevant capital markets
and REIT experience.
The interests of Executive Chairman Robert Johnson, CEO
Ross Bierkan and CFO/COO Leslie Hale are clearly misaligned with the interests of RLJ shareholders given the outsized compensation
they earned in 2016 of $3.6 million, $4.4 million and $4 million, respectively.
It continues to be our strong desire to work collaboratively
with the Board to bring the necessary experience and skill sets that are currently lacking in the boardroom in order to right the
ship and maximize value for all shareholders. Unfortunately, it is becoming increasingly evident what game the Board is playing:
namely, disenfranchising shareholders and working to preserve the troubling status quo. As such, Land & Buildings has preserved
its rights to seek the election of director candidates at the upcoming 2018 Annual Meeting through its prior submission of a nomination
of a slate of director candidates to the Company.
Sincerely,
Jonathan Litt
Founder & Chief Investment Officer
Land & Buildings
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About
Land and Buildings:
Land & Buildings is a registered investment manager
specializing in publicly traded real estate and real estate related securities. Land & Buildings seeks to deliver attractive
risk adjusted returns by opportunistically investing in securities of global real estate and real estate related companies, leveraging
its investment professionals' deep experience, research expertise and industry relationships.
Media Contact:
Dan Zacchei / Joe Germani
Sloane & Company
212-486-9500
CERTAIN INFORMATION CONCERNING
THE PARTICIPANTS
Land & Buildings Investment Management, LLC, together with the
other participants named herein (collectively, "Land & Buildings"), intends to file a preliminary proxy statement
and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election
of its slate of director nominees at the 2018 annual meeting of shareholders of RLJ Lodging Trust, a Maryland corporation (“RLJ”
or, the “Company”).
LAND & BUILDINGS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS
IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Land & Buildings Investment Management, LLC, a Delaware limited liability company (“L&B Management”), Land
& Buildings Capital Growth Fund, LP, a Delaware limited partnership (“L&B Capital” ), L & B Real Estate
Opportunity Fund, LP, a Delaware limited partnership (“L&B Opportunity”), Land & Buildings Absolute Value II
LLC, a Delaware limited liability company (“L&B Value”), Land & Buildings GP LP, a Delaware limited partnership
(“L&B GP”), and Jonathan Litt.
As of the date hereof, L&B Capital directly owns 661,028 shares
of Common Stock, $0.01 par value, of the Company (the "Shares”). As of the date hereof, L&B Opportunity directly
owns 1,167,945 Shares. As of the date hereof, L&B Value directly owns 193,934 Shares. As of the date hereof, 1,348,765 Shares
were held in certain accounts managed by L&B Management (the “Managed Accounts”). L&B GP, as the general partner
of each of L&B Capital, which is the sole member of L&B Value and L&B Opportunity, may be deemed the beneficial owner
of the (i) 661,028 Shares owned by L&B Capital, (ii) 1,167,945 Shares owned by L&B Opportunity and (iii) 193,934 Shares
owned by L&B Value. L&B Management, as the investment manager of each of L&B Capital, L&B Opportunity, and L&B
Value and as the investment advisor of the Managed Accounts, may be deemed the beneficial owner of the (i) 661,028 Shares owned
by L&B Capital, (ii) 1,167,945 Shares owned by L&B Opportunity, (iii) 193,934 Shares owned by L&B Value and (iv) 1,348,765
Shares held in the Managed Accounts. Mr. Litt, as the managing principal of L&B Management, may be deemed the beneficial owner
of the (i) 661,028 Shares owned by L&B Capital, (ii) 1,167,945 Shares owned by L&B Opportunity, (iii) 193,934 Shares owned
by L&B Value and (iv) 1,348,765 Shares held in the Managed Accounts.
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