UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
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 |
On May 14, 2015, FelCor Lodging Trust Incorporated ("FelCor") issued a press release that its operating partnership, FelCor Lodging Limited Partnership ("FelCor LP"), launched an offering of $475 million in aggregate principal amount of FelCor LP's senior unsecured notes (the "Notes"). A copy of that press release, which was issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Also on March 14, 2015, FelCor issued a press release announcing that FelCor LP had priced the Notes. A copy of that press release is attached hereto as Exhibit 99.2 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 proposed senior notes offering |
99.2 | Press release issued May 14, 2015 announcing pricing of senior unsecured notes offering |
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 proposed senior notes offering |
99.2 | Press release issued May 14, 2015 announcing pricing of senior unsecured notes offering |
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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 PROPOSED SENIOR NOTES OFFERING
IRVING, Texas…May 14, 2015 - FelCor Lodging Trust Incorporated (NYSE: FCH) and its subsidiary, FelCor Lodging Limited Partnership (“FelCor LP”), today announced that, subject to market conditions, FelCor LP intends to offer $475 million of senior unsecured notes 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 pricing and terms are to be determined.
FelCor LP intends to use the proceeds of the offering, together with cash on hand and/or funds drawn under its line of credit, to purchase all of its outstanding 6.75% Senior Secured Notes due 2019 (“6.75% Notes”), pursuant to a tender offer, to pay fees and expenses of the offering and tender offer and to redeem any 6.75% Notes that remain outstanding thereafter.
The notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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. FelCor partners with leading hotel companies to operate its hotels, which are flagged under globally renowned brands and premier independent hotels. Additional information can be found on the Company’s website at www.felcor.com.
Contact:
Stephen A. Schafer, Senior Vice President
(972) 444-4912 sschafer@felcor.com
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| 545 E. John Carpenter Freeway, Suite 1300 Irving, TX 75062 ph: 972-444-4900 nyse: fch |
For Immediate Release:
FELCOR PRICES UNSECURED SENIOR NOTES OFFERING
IRVING, Texas....May 14, 2015 - FelCor Lodging Trust Incorporated (NYSE: FCH) and its subsidiary, FelCor Lodging Limited Partnership (“FelCor LP”), today announced that FelCor LP priced $475 million of senior unsecured notes. The senior unsecured notes will bear interest at 6.00% and mature in 2025.
FelCor LP intends to use the proceeds of the offering, together with cash on hand and/or funds drawn under its line of credit, to purchase all of its outstanding 6.75% Senior Secured Notes due 2019, or 6.75% Notes, pursuant to its previously announced tender offer, to pay fees and expenses of the offering and tender offer, and to redeem any 6.75% Notes that remain outstanding after the tender offer expires.
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. FelCor partners with leading hotel companies to operate its hotels, which are flagged under globally renowned brands and premier independent hotels. Additional information can be found on the Company’s website at www.felcor.com.
Contact:
Stephen A. Schafer, Senior Vice President
(972) 444-4912 sschafer@felcor.com
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