BETHESDA, Md.--(BUSINESS WIRE)--Sep. 1, 2017--
RLJ Lodging Trust (“RLJ”) (NYSE:RLJ) today announced that it has
completed its merger with FelCor Lodging Trust Incorporated (“FelCor”).
This transaction was previously approved by RLJ’s shareholders and
FelCor’s stockholders at their respective special meetings held on
August 15, 2017. The combined company, headquartered in Bethesda,
Maryland, will retain the RLJ name and will trade under the existing
ticker “RLJ” on the New York Stock Exchange.
“We are pleased to complete this transformative merger that creates the
preeminent lodging REIT in the upscale focused-service and compact
full-service space,” commented Ross H. Bierkan, President and Chief
Executive Officer of RLJ Lodging Trust. “Over the coming months we look
forward to realizing the benefits of our expanded platform and executing
our strategic plan to drive long-term shareholder value.”
The combined company will continue to be led by Robert L. Johnson as
Executive Chairman, Ross H. Bierkan as President and Chief Executive
Officer, and Leslie D. Hale as Chief Operating Officer and Chief
Financial Officer. Concurrently with the completion of the merger, the
number of trustees on RLJ’s Board of Trustees was increased to eight.
Patricia L. Gibson, a former director of FelCor, joined the existing
seven members on RLJ’s Board of Trustees.
Effective as of the merger, shares of FelCor common stock will no longer
trade on the New York Stock Exchange. Each former share of FelCor common
stock has been converted into 0.362 newly issued RLJ common shares.
FelCor’s operating units have been exchanged for limited partnership
units in RLJ’s operating partnership at a similar exchange ratio of
In addition, each outstanding share of FelCor’s $1.95 Series A
cumulative convertible preferred stock has been converted into a newly
created Series A cumulative convertible preferred share of RLJ. The RLJ
Series A preferred shares will be listed on the New York Stock Exchange
under the symbol “RLJprA”.
Barclays acted as financial advisor and Hogan Lovells and Arent Fox
acted as legal advisors to RLJ in connection with the merger.
RLJ Lodging Trust is a self-advised, publicly traded real estate
investment trust focused on acquiring premium-branded, focused-service
and compact full-service hotels. The Company’s portfolio consists of 158
hotels with approximately 31,180 rooms located in 26 states and the
District of Columbia and an ownership interest in one unconsolidated
hotel with 171 rooms.
Forward Looking Statements
Certain statements in this press release that are not in the present or
past tense or that discuss the expectations of RLJ and/or FelCor are
forward-looking statements within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. These forward looking
statements, which are based on current expectations, estimates and
projections about the industry and markets in which RLJ operates and
beliefs of and assumptions made by RLJ management, involve uncertainties
that could significantly affect the financial results of the combined
company. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," “forecast,” “guidance,” “outlook,”
“may,” and “might” and variations of such words and similar expressions
are intended to identify such forward looking statements, which
generally are not historical in nature. Such forward-looking statements
may include, but are not limited to, statements about the anticipated
benefits of the merger between RLJ and FelCor, including future
financial and operating results, the combined company's plans,
objectives, expectations and intentions, the timing of future events,
anticipated administrative and operating synergies, the anticipated
impact of the merger on net debt ratios, cost of capital, future
dividend payment rates, forecasts of FFO accretion, projected capital
improvements, expected sources of financing, and descriptions relating
to these expectations. All statements that address operating
performance, events or developments that we expect or anticipate will
occur in the future — including statements relating to expected
synergies, improved liquidity and balance sheet strength — are forward
looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions
that are difficult to predict. Although we believe the expectations
reflected in any forward-looking statements are based on reasonable
assumptions, we can give no assurance that our expectations will be
attained and therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward looking
statements. Some of the factors that may affect outcomes and results
include, but are not limited to: (i) national, regional and local
economic climates, (ii) changes in the real estate industry, financial
markets and interest rates, or to the business or financial condition of
either company or business (iii) increased or unanticipated competition
for the companies' properties, (iv) risks associated with acquisitions,
including the integration of the combined companies' businesses, (v) the
potential liability for the failure to meet regulatory requirements,
including the maintenance of REIT status, (vi) availability of financing
and capital, (vii) risks associated with achieving expected revenue
synergies or cost savings, (viii) risks associated with the companies'
ability to consummate the merger and the timing of the closing of the
merger, (ix) the outcome of claims and litigation involving or affecting
either company, (x) applicable regulatory changes, and (xi) those
additional risks and factors discussed in reports filed with
the Securities and Exchange Commission ("SEC") by RLJ from time to time,
including those discussed under the heading "Risk Factors" in our most
recently filed reports on Forms 10-K and 10-Q. RLJ does not undertake
any duty to update any forward looking statements appearing in this
For additional information or to receive press releases via email,
please visit our website: http://rljlodgingtrust.com
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Source: RLJ Lodging Trust
RLJ Lodging Trust
Leslie D. Hale, 301-280-7774
Officer and Chief Financial Officer