UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 14, 2015
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Commission File Number: 001-14236 (FelCor Lodging Trust Incorporated)
Commission File Number: 333-39595-01 (FelCor Lodging Limited Partnership)
FelCor Lodging Trust Incorporated
FelCor Lodging Limited Partnership
(Exact Name of Registrant as Specified in Charter)
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Maryland | (FelCor Lodging Trust Incorporated) | 75-2541756 |
Delaware | (FelCor Lodging Limited Partnership) | 75-2544994 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification Number) |
545 E. John Carpenter Frwy. Suite 1300 Irving, TX (Address of principal executive offices) | | 75062 (Zip code) |
(972) 444-4900 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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¨ | | Written communications pursuant to Rule 425 under the Securities Act |
¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 7.01 Regulation FD Disclosure
FelCor Lodging Limited Partnership, or FelCor LP, the operating partnership of FelCor Lodging Trust Incorporated, or FelCor, and certain of FelCor LP’s consolidated subsidiaries, or collectively with FelCor LP, the Borrowers, have obtained written commitments from a syndicate of lenders to amend and restate FelCor LP’s Line of Credit Facility, or (as amended) the Restated Line of Credit. The Borrowers expect that the borrowing capacity to increase to $400 million (from $225 million) under the Restated Line of Credit and that the Restated Line of Credit will have a four-year term (from closing) with a one-year extension option (subject to satisfaction of certain conditions to be determined). Borrowings under the Restated Line of Credit will generally bear interest at LIBOR plus an applicable rate ranging from 225 to 275 basis points. In addition, the Borrowers will change the hotels that will be mortgaged as collateral securing repayment of amounts drawn under the Restated Line of Credit. The Restated Line of Credit will be governed by an amended and restated credit agreement by and among certain of our subsidiaries, as borrowers, and FelCor and FelCor LP, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions, as lenders. Except as described above, the Borrowers expect the material terms of the Restated Line of Credit will be substantially similar to those governing FelCor LP’s current Line of Credit Facility. There can be no assurance that the Restated Line of Credit will be consummated or, if consummated, that its terms will not differ-possibly materially-from the foregoing description. In addition, when the Restated Line of Credit closes, certain other consolidated subsidiaries of FelCor LP will repay their $140 million term loan that otherwise matures in March 2017.
These transactions occur in connection with FelCor LP’s recently-announced offer to purchase all of $525 million in aggregate principal amount of its 6.75% senior secured notes due 2019, or the 6.75% Notes. Assuming FelCor LP and its subsidiaries purchase or redeem the 6.75% Notes as contemplated and close on the Restated Line of Credit, FelCor and FelCor LP will have $1,544 million of consolidated indebtedness, including $1,069 million of secured indebtedness, bearing a 5.12% weighted-average interest rate (29 basis points lower than prior to these transactions) and having a weighted-average maturity of roughly 9 years (roughly 2 years longer than prior to these transactions), as well as19 unencumbered hotels (10 more than prior to these transactions). One of these unencumbered hotels is under contract to be sold.
On May 14, 2015, FelCor issued a press release that FelCor LP has commenced a cash tender offer to purchase any and all of the outstanding aggregate principal amount of its 6.75% Senior Secured Notes due 2019. A copy of the press release, which summarizes the materials terms of FelCor LP’s offer to purchase, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number | Exhibit |
99.1 | Press release issued May 14, 2015 announcing tender offer for its 6.75% Senior Secured Notes due 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: May 14, 2015 FelCor Lodging Trust Incorporated
By: /s/Jonathan H. Yellen
Jonathan H. Yellen
Executive Vice President
General Counsel and Secretary
Dated: May 14, 2015 FelCor Lodging Limited Partnership
By: FelCor Lodging Trust Incorporated, its general partner
By: /s/ Jonathan H. Yellen
Jonathan H. Yellen
Executive Vice President, General Counsel, and Secretary
EXHIBIT INDEX
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Exhibit Number | Exhibit |
99.1 | Press release issued May 14, 2015 announcing tender offer for its 6.75% Senior Secured Notes due 2019 |
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| 545 E. John Carpenter Freeway, Suite 1300 Irving, TX 75062 ph: 972-444-4900 nyse: fch |
For Immediate Release:
FELCOR ANNOUNCES TENDER OFFER FOR ANY AND ALL OF THE AGGREGATE PRINCIPAL AMOUNT OF ITS 6.75% SENIOR SECURED NOTES DUE 2019
IRVING, Texas…May 14, 2015 - FelCor Lodging Trust Incorporated (NYSE: FCH) today announced that its operating partnership, FelCor Lodging Limited Partnership (“FelCor LP”), has commenced a cash tender offer to purchase any and all of the outstanding aggregate principal amount of its 6.75% Senior Secured Notes due 2019. As of May 14, 2015, FelCor LP had $525 million aggregate principal amount of the notes outstanding. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated as of May14, 2015. The tender offer will expire at 5:00 p.m., New York City time, on May 20, 2015, unless extended (the “Expiration Time”).
Holders of notes that are validly tendered and accepted at or prior to the Expiration Time, or who deliver to the depositary and information agent a properly completed and duly executed Notice of Guaranteed Delivery and subsequently deliver such notes, each in accordance with the instructions described in the Offer to Purchase, will receive total cash consideration of $1,037.50 per $1,000 principal amount of notes, plus any accrued and unpaid interest up to, but not including, the settlement date.
The tender offer is contingent upon, among other things, FelCor LP’s successful completion of one or more debt financing transactions, including potential debt securities offerings, in an amount sufficient to fund the purchase of validly tendered notes accepted for purchase in the tender offer and to pay all fees and expenses associated with such financing and the tender offer. The tender offer is not conditioned on any minimum amount of notes being tendered. FelCor LP may amend, extend or terminate the tender offer, in its sole discretion. Tendered notes may be withdrawn at any time prior to the Expiration Time.
The tender offer is being made pursuant to the terms and conditions contained in the Offer to Purchase, related Letter of Transmittal and Notice of Guaranteed Delivery, copies of which may be obtained from Global Bondholder Services Corporation, the information agent for the offer, by telephone at (866) 794-2200 (toll-free) or for banks and brokers, at (212) 430-3774 (Banks and Brokers only), at the following web address: http://www.gbsc-usa.com/FelCor/ or in writing at Global Bondholder Services Corporation 65 Broadway, Suite 404 New York, New York 10006 Attention: Corporate Actions.
Persons with questions regarding the tender offer should contact the following dealer managers: BofA Merrill Lynch, by telephone at (888) 292-0070 (U.S. toll free) or (980) 388-3646 (call collect) and J.P. Morgan Securities LLC by telephone at (212) 270-1200 (call collect) or (800) 245-8812 (U.S. toll-free).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale, of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
This press release contains forward-looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: adverse conditions in the capital markets and the failure of holders to participate in the tender offer; changes in federal or state securities laws; and changes in our business and financial condition. FelCor and FelCor LP assume no obligation to update forward-looking information contained in this press release.
About FelCor
FelCor, a real estate investment trust, owns a diversified portfolio of primarily upper-upscale and luxury hotels that are located in major and resort markets throughout the U.S. FelCor partners with leading hotel companies to operate its hotels, which are flagged under globally renowned names and premier independent hotels.
Contact:
Stephen A. Schafer, Senior Vice President
(972) 444-4912 sschafer@felcor.com
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