BETHESDA, Md.--(BUSINESS WIRE)--May 16, 2017--
RLJ Lodging Trust (“RLJ”) (NYSE: RLJ) today announced it has provided an
updated presentation regarding its merger with FelCor Lodging Trust
Incorporated (“FelCor”) (NYSE: FCH). The updated presentation provides
additional details about the strategic benefits of the combination,
which is expected to result in the leading platform in the most
profitable hotel segments with imbedded growth and value creation
opportunities.
The updated investor presentation is available online in the Investor
Relations sections of RLJ’s website, www.rljlodgingtrust.com,
and of FelCor’s website, www.felcor.com.
About RLJ Lodging Trust
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 owns 122 hotels with
approximately 20,100 rooms, located in 21 states and the District of
Columbia.
About FelCor Lodging Trust
FelCor Lodging Trust, a real estate investment trust, owns a diversified
portfolio of primarily upper-upscale full-service hotels that are
located in major urban and resort markets throughout the U.S. FelCor
partners with leading hotel companies who operate its properties under
globally renowned names and as premier independent hotels.
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 Lodging Trust
(“RLJ”) and/or FelCor Lodging Trust Incorporated (“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 and FelCor
operate and beliefs of and assumptions made by RLJ management and FelCor
management, involve uncertainties that could significantly affect the
financial results of RLJ or FelCor or 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
proposed merger between RLJ and FelCor, including future financial and
operating results, the attractiveness of the value to be received by
FelCor stockholders, the attractiveness of the value to be received by
RLJ, 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 and FelCor from time to time, including those discussed
under the heading "Risk Factors" in their respective most recently filed
reports on Forms 10K and 10Q. Neither RLJ nor FelCor undertakes any duty
to update any forward looking statements appearing in this document.
Additional Information about the Proposed Merger and Where to Find
It
This communication relates to the proposed transaction pursuant to
the terms of the Agreement and Plan of Merger, dated as of April 23,
2017, by and among RLJ Lodging Trust and FelCor Lodging Trust, Inc. In
connection with the proposed merger, RLJ expects to file with the SEC a
registration statement on Form S4 that will include a joint proxy
statement of RLJ and FelCor that also constitutes a prospectus of RLJ,
which joint proxy statement/prospectus will be mailed or otherwise
disseminated to RLJ shareholders and FelCor stockholders when it becomes
available. RLJ and FelCor also plan to file other relevant documents
with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint
proxy statement/prospectus and other relevant documents (if and when
they become available) filed by RLJ and FelCor with the SEC at the SEC's
website at www.sec.gov.
Copies of the documents filed by RLJ with the SEC will be available free
of charge on RLJ's website at www.rljlodgingtrust.com
or by emailing RLJ Investor Relations at ir@rljlodgingtrust.com
or at 301-280-7774. Copies of the documents filed by FelCor with the SEC
will be available free of charge on FelCor's website at www.felcor.com
or by contacting FelCor Investor Relations at asalami@felcor.com
or at 972-444-4967.
Certain Information Regarding Participants
RLJ and FelCor and their respective trustees, directors and executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed merger. You can find information about RLJ’s executive officers
and Trustees in RLJ's definitive proxy statement filed with the SEC
on March 28, 2017 in connection with its 2017 annual meeting of
shareholders and in Form 4s of RLJ's trustees and executive officers
filed with the SEC. You can find information about FelCor's executive
officers and directors in Amendment No. 1 to FelCor’s Annual Report on
Form 10-K for the year ended December 31, 2016 on Form 10-K/A filed with
the SEC on April 28, 2017. Additional information regarding the
interests of such potential participants will be included in the joint
proxy statement/prospectus and other relevant documents filed with the
SEC if and when they become available. You may obtain free copies of
these documents from RLJ or FelCor using the sources indicated above.
No Offer or Solicitation
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170516006031/en/
Source: RLJ Lodging Trust
RLJ Contacts:
Investors:
RLJ
Lodging Trust
Leslie D. Hale, 301-280-7774
Chief Operating
Officer and Chief Financial Officer
or
Media:
ICR, LLC
Phil
Denning, 646-277-1258
Phil.Denning@icrinc.com
or
FelCor
Contacts:
Investors:
FelCor Lodging Trust
Michael
C. Hughes, 972-444-4967
Chief Financial Officer
or
Media:
ICR,
LLC
Jason Chudoba, 646-277-1249
Jason.chuduba@icrinc.com
