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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170516006031/en/
RLJ Contacts:Investors:RLJ
Lodging TrustLeslie D. Hale, 301-280-7774Chief Operating Officer
and Chief Financial OfficerorMedia:ICR, LLCPhil Denning,
646-277-1258Phil.Denning@icrinc.comorFelCor Contacts:Investors:FelCor Lodging
TrustMichael C. Hughes, 972-444-4967Chief Financial
OfficerorMedia:ICR, LLCJason Chudoba,
646-277-1249Jason.chuduba@icrinc.com
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