RLJ Shareholders and FelCor Stockholders Approve Merger
15 Agosto 2017 - 7:37PM
Business Wire
RLJ Lodging Trust ( “RLJ”) (NYSE:RLJ) and FelCor Lodging Trust
Incorporated (“FelCor”) (NYSE:FCH) today announced that at special
meetings held earlier today shareholders of RLJ approved the
issuance of common shares of beneficial interest, par value $0.01
per share, of RLJ (the “RLJ Common Shares”) in connection with the
Merger (as defined below) and stockholders of FelCor approved
FelCor’s merger with and into a subsidiary of RLJ in a
stock-for-stock transaction (the “Merger”) in connection with the
previously announced Agreement and Plan of Merger, dated as of
April 23, 2017, by and among RLJ, FelCor and the other entities
party thereto.
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“Today's vote solidifies our position as the premier lodging
REIT within the most profitable segment of the hotel market,”
said Robert L. Johnson, Executive Chairman of RLJ. “We are very
pleased with the overwhelming level of support that we received
from both RLJ and FelCor shareholders. We look forward to
closing this transaction at the end of the month and starting to
unlock the strategic benefits of the merger.”
At the special meeting of RLJ shareholders, approximately 78% of
the votes cast were voted in favor of the proposal related to the
issuance of RLJ Common Shares in connection with the Merger.
At the special meeting of FelCor stockholders, approximately 81%
of the outstanding shares of FelCor common stock were voted, with
approximately 99% of the votes cast in favor of the Merger.
The Merger is expected to close on or about August 31, 2017,
subject to the satisfaction or waiver of all closing conditions
related to the transactions. Assuming completion of the Merger,
FelCor stock is expected to be delisted from trading on the New
York Stock Exchange (“NYSE”) after the close of trading on August
31, 2017. As a result of the Merger, among other things, each share
of FelCor common stock will be converted into 0.362 RLJ Common
Shares. RLJ Common Shares will continue to trade under the existing
ticker symbol “RLJ” on the NYSE.
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. RLJ owns 122
hotels with approximately 20,100 rooms, located in 21 states and
the District of Columbia.
About FelCor Lodging Trust
Incorporated
FelCor Lodging Trust Incorporated, a Maryland corporation, 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
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 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.
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RLJ Lodging TrustInvestors:Leslie D. Hale, Chief Operating
Officer and Chief Financial Officer301-280-7774orFelCor Lodging
Trust IncorporatedInvestors:Michael C. Hughes, Chief Financial
Officer972-444-4967
Felcor Lodging (NYSE:FCH)
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