FelCor Completes $636 Million Senior Notes Offering and Waives Remaining Conditions to Tender Offers
October 13 2009 - 4:31PM
Business Wire
FelCor Lodging Trust Incorporated (NYSE: FCH) and its subsidiary
FelCor Lodging Limited Partnership (“FelCor LP”), today announced
that it completed the previously announced offering of $636 million
in aggregate principal amount of FelCor LP's senior secured notes
(the “New Notes”).
The New Notes bear a fixed interest rate of ten percent per year
and mature on October 1, 2014. The New 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. The New 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 sale of the New Notes by FelCor LP was subject to the
consummation of FelCor LP's previously announced offers to purchase
its $215 million aggregate principal amount floating rate senior
secured notes due 2011 (the “Floating Rate Notes”) and its $300
million aggregate principal amount 8½% senior notes due 2011 (the
“8½% Notes”). The tender offers were conditioned, in part, upon the
valid tenders of at least 90% of the outstanding 8½% Notes. On
October 13, 2009, FelCor LP waived this and all remaining
conditions to the tender offers and accepted for purchase and
payment all of the 8½% Notes and Floating Rate Notes validly
tendered by 11:59 p.m. October 12, 2009. Payment to holders of
notes who validly tendered their notes will be made today (the
“Early Settlement Date”). Such holders will receive a total
consideration equal to $1,000 for each $1,000 principal amount of
notes validly tendered by 5:00 p.m. September 30, 2009 (the
“Consent Date”) or $980 for each $1,000 principal amount of notes
validly tendered after the Consent Date, plus in each case any
accrued and unpaid interest up to, but not including, the Early
Settlement Date. As of today, FelCor LP had received valid tenders
for approximately 69% of the 8½% Notes and approximately 99% of the
Floating Rate Notes. FelCor LP will call for redemption any of its
Floating Rate Notes that are not validly tendered in response to
its offer to purchase.
The New Notes originally were issued by FelCor Escrow Holdings,
L.L.C. (“FelCor Escrow”) on October 1, 2009. Following the
consummation of the consent solicitation and the tender offers,
FelCor LP has assumed all of the rights and obligations under the
indenture governing the New Notes from FelCor Escrow. The net
proceeds of the offering to FelCor LP were approximately $558
million after the original issue discount and other fees and
expenses. The proceeds were used to fund FelCor LP's purchase of
the tendered Floating Rate Notes and 8½% Notes. The remaining
proceeds will be used for general corporate purposes.
The tender offers are scheduled to expire at 11:59 p.m., New
York City time, on October 15, 2009, unless extended (the
"Expiration Date"). Any holders of notes who validly tender their
notes by the Expiration Date will receive $980 for each $1,000
principal amount of notes, plus any accrued and unpaid interest to,
but not including, the final settlement date which is expected to
be promptly following the Expiration Date.
FelCor, a real estate investment trust, is the nation’s largest
owner of upper upscale, all-suite hotels. FelCor owns interests in
87 hotels and resorts, located in 23 states and Canada. FelCor’s
portfolio consists mostly of upper upscale hotels, which are
flagged under global brands - Embassy Suites Hotels®, Doubletree®,
Hilton®, Marriott®, Renaissance®, Sheraton®, Westin® and Holiday
Inn®. Additional information can be found on the Company’s Web site
at www.felcor.com.
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