FelCor Commences Tender Offers for Its Senior Secured Floating Rate Notes Due 2011 and 8½% Senior Notes Due 2011
17 Setembro 2009 - 8:35AM
Business Wire
FelCor Lodging Trust Incorporated (NYSE: FCH) and its
subsidiary, FelCor Lodging Limited Partnership (“FelCor LP”), today
announced that on September, 17, 2009, FelCor LP commenced cash
tender offers for all of its $215 million aggregate principal
amount of senior secured floating rate notes due 2011 (CUSIP No.
31430Q AY3) and all of its $300 million aggregate principal amount
of 8½% senior notes due 2011 (CUSIP No. 31430Q AL1). In connection
with the tender offers, FelCor LP is also soliciting consents to
proposed amendments to the indentures governing the 8½% senior
notes and the senior secured floating rate notes. The tender offers
and consent solicitations are being made pursuant to the Offer to
Purchase and Consent Solicitation Statements (together, the “Offers
to Purchase”) and related letters of transmittal, each dated as of
September 17, 2009. The tender offers and consent solicitations for
both the 8½% senior notes and the senior secured floating rate
notes expire at 11:59 p.m., New York City time, on October 15, 2009
(the “Expiration Date”), in each case unless extended or earlier
terminated by FelCor LP.
Holders who validly tender their senior secured floating rate
notes and validly deliver their consents prior to the consent
payment deadline of 5:00 p.m., New York City time, on September 30,
2009 (the “Consent Date”), will receive the total consideration of
$1,000 per $1,000 principal amount of notes, which includes a
consent payment of $20 per $1,000 principal amount of notes, plus
any accrued and unpaid interest up to, but not including, the
settlement date. Holders who validly tender their senior secured
floating rate notes and validly deliver their consents after the
Consent Date but on or prior to the Expiration Date, will only
receive the tender consideration of $980 per $1,000 principal
amount of notes and will not receive the consent payment.
Holders who validly tender their 8½% senior notes and validly
deliver their consents prior to the Consent Date will receive the
total consideration of $1,000 per $1,000 principal amount of notes,
which includes a consent payment of $20 per $1,000 principal amount
of notes, plus any accrued and unpaid interest up to, but not
including, the settlement date. Holders who validly tender their
8½% senior notes and validly deliver their consents after the
Consent Date but on or prior to the Expiration Date, will only
receive the tender consideration of $980 per $1,000 principal
amount of notes and will not receive the consent payment.
The proposed amendments to each of the indentures will eliminate
substantially all of the restrictive covenants and certain event of
default provisions. Holders tendering their notes under each tender
offer will be required to consent to all of the proposed amendments
related thereto. Additionally, if holders of at least two thirds in
aggregate principal amount of the senior secured floating rate
notes consent, the collateral securing such notes will be released.
FelCor LP will execute amendments to the indentures containing the
proposed amendments promptly following the receipt of the consents
required to approve the proposed amendments.
The tender offer for the 8½% senior notes is conditioned upon
the valid tender of at least a majority of the outstanding
aggregate principal amount of the 8½% senior notes on or prior to
the Consent Date, the valid tender of at least 90% in aggregate
principal amount of the 8½% senior notes tendered prior to the
Expiration Date and the consummation of the tender offer for the
senior secured floating rate notes. The tender offer for the senior
secured floating rate notes is conditioned upon the valid tender of
at least a majority of the outstanding aggregate principal amount
of the senior secured floating rate notes on or prior to the
Consent Date and the consummation of the tender offer for the 8½%
senior notes. Both tender offers are further conditioned upon the
consummation of a refinancing transaction in which FelCor obtains
new financing in an amount sufficient, together with cash on hand,
to purchase the notes tendered in each of the tender offers, and
upon certain other general conditions, each described in more
detail in the Offers to Purchase.
The terms and conditions of the offers to purchase and consent
solicitations for the notes, including FelCor LP’s obligation to
accept the notes tendered and pay the purchase price therefore, are
set forth in the Offers to Purchase.
Copies of the documents can be obtained by contacting Global
Bondholder Services Corporation, the Information Agent for the
tender offer, at (212) 430-3774 (Banks and Brokers) and toll free
at (866) 470-4300 (all others).
J.P. Morgan Securities Inc. is acting as Dealer Manager and
Solicitation Agent for the tender offers and consent solicitations.
Questions concerning the tender offers and the consent
solicitations may be directed to J.P. Morgan at (212) 270-3994
(collect) or (800) 245-8812 (toll free).
This press release is not an offer to purchase, a solicitation
of, or acceptance of, the offers to purchase, or a solicitation of
consents, which may be made only pursuant to the terms of the
applicable Offer to Purchase and related letter of transmittal.
Those documents should be consulted for additional information
regarding delivery procedures and the conditions for the tender
offer.
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.
With the exception of historical information, the matters
discussed in this news release include “forward-looking statements”
within the meaning of the federal securities laws. Forward-looking
statements are not guarantees of future performance. Numerous risks
and uncertainties, and the occurrence of future events, may cause
actual results to differ materially from those currently
anticipated. Certain of these risks and uncertainties are described
in greater detail in our filings with the Securities and Exchange
Commission. Although we believe our current expectations to be
based upon reasonable assumptions, we can give no assurance that
our expectations will be attained or that actual results will not
differ materially. We undertake no obligation to update any
forward-looking statement to conform the statement to actual
results or changes in our expectations.
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