FelCor Lodging Trust Incorporated (FCH) approached by Ashford Hospitality Trust (AHT)

Ashford Hospitality Trust (AHT) announced that it has submitted a non-binding proposal to acquire FelCor Lodging Trust (FCH) for a total consideration of $9.27 per share, based on closing prices as of February 17, 2017. FelCor shareholders would receive a fixed exchange ratio of 1.192 shares of Ashford Trust, a total of 400,000 shares of Ashford, and a total of 100,000 warrants to purchase Ashford shares. This offer, based on Ashford Trust’s written non-binding proposal to FelCor’s Board of Directors on February 21, 2017, represents a substantial premium of 28% over FelCor’s current stock price of $7.23 on February 17, 2017, a 23% premium to the 10-trading day volume weighted average price, and an 11% premium to FelCor’s 52-week high closing stock price of $8.34 on December 14, 2016.

Update(s)

February 24, 2017: FelCor Lodging Trust Incorporated (FCH) offered clarification on the unsolicited, non-binding and conditional proposal to combine its business with Ashford Hospitality Trust (AHT).

February 27, 2017: FelCor Lodging Trust Incorporated (FCH)’s Board of Directors sent a letter to Montgomery J. Bennett, Chairman of Ashford Hospitality Trust (AHT), regarding AHT’s proposal to combine its business with FelCor. They said that FelCor has consistently communicated its concerns regarding both the inadequate value and uncertainty of AHT’s all-stock, fixed exchange ratio proposal. Those concerns were underscored by the decrease in the market value of AHT’s shares in the previous week once the full details of the proposal were made public. However, an all or substantially all cash proposal would provide much greater comfort and certainty and could alter their analysis of AHT’s proposal. If AHT were willing to consider making such a revised proposal, FelCor would stand  ready to re-engage with AHT as soon as is practicable.

April 24, 2017: RLJ Lodging Trust (RLJ) and FelCor Lodging Trust Incorporated (FCH) today announced that they have entered into a definitive merger agreement (the “Merger Agreement”) under which FelCor will merge with and into a wholly-owned subsidiary of RLJ in an all-stock transaction. Post-merger, RLJ is expected to have a pro forma equity market capitalization of approximately $4.2 billion and a total enterprise value of $7 billion, creating the largest pure-play public REIT dedicated to owning focused-service and compact full-service hotels.

May 03, 2017: Ashford Hospitality Trust (AHT) today announced that given FelCor Lodging Trust Incorporated’s (FCH) announced merger agreement with RLJ Lodging Trust (RLJ), Ashford Trust is abandoning its efforts to merge with FelCor. Ashford Trust also announced that it is withdrawing its preliminary proxy statement and proposed slate of seven independent directors for election to FelCor’s Board of Directors at FelCor’s 2017 Annual Meeting of Stockholders.