June 17, 2024

 

BY EDGAR AND OVERNIGHT MAIL

 

Mr. William Demarest

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

Re:

RLJ Lodging Trust

Form 10-K for the Year Ended December 31, 2023

Filed February 27, 2024

Form 8-K filed February 26, 2024

File No. 001-35169

 

Dear Mr. Demarest:

 

This letter is submitted by RLJ Lodging Trust (the “Company”) in response to a comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated June 3, 2024 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on February 27, 2024 (the “Form 10-K”) and the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2024 (the “Form 8-K”).

 

For your convenience, the Staff’s comment set forth in the Comment Letter has been reproduced in italics herein with the response immediately following.

 

Form 8-K filed February 26, 2024

 

Exhibit 99.1 Press Release

2024 Outlook, page 3

 

1. We note that you disclose Full Year 2024 Guidance for Non-GAAP measures, including Adjusted EBITDA and Adjusted FFO per diluted share, without providing a reconciliation to the most directly related GAAP measure. In future filings, please include such reconciliation or, alternatively, provide a statement that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation S-K. Refer also to Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP Financial Measures.

 

Response to Comment No. 1

 

In future filings, we will include a reconciliation of Non-GAAP measures to the most directly related GAAP measure or, alternatively, provide a statement that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation S-K.

 

 

Mr. William Demarest

Division of Corporation Finance

June 17, 2024

Page 2

 

If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to call me at (301) 280-7749.

 

	Sincerely,
	RLJ Lodging Trust
	/s/ Sean M. Mahoney
	Sean M. Mahoney
	Chief Financial Officer

 

cc:	Leslie D. Hale Chad D. Perry RLJ Lodging Trust     David W. Bonser Hogan Lovells US LLP   Nicole Stroud PricewaterhouseCoopers LLP