IRVING, Texas--(BUSINESS WIRE)--FelCor Lodging Trust Incorporated (NYSE: FCH) confirmed today that its Board of Directors has received an unsolicited, non-binding and conditional proposal to combine its business with Ashford Hospitality Trust (NYSE: AHT). The proposal, made public by AHT today, follows several months in which FelCor has engaged with AHT in an effort to explore the possibility that a mutually beneficial transaction could be reached.
The FelCor Board established a transaction committee in December of 2016, comprised of independent directors, to facilitate consideration of AHT’s proposal and direct any related discussions, among other things. To date, however, the parties have not been able to reach mutually agreeable terms.
The FelCor Board will review AHT’s proposal of February 21, 2017, together with its financial and legal advisors and respond as appropriate. FelCor’s shareholders are advised to take no action at this time. The Company cautioned that there can be no assurance that any transaction will be reached or the terms on which any such agreement would be based.
FelCor also acknowledged receipt of AHT’s intent to nominate seven directors for nomination at the Company’s next annual meeting. The FelCor Board of Directors will review the nominees and make a recommendation to shareholders in due course.
BofA Merrill Lynch is acting as financial advisor to the Company and Sidley Austin LLP, Polsinelli LLP and Jones Day are providing legal advice to the Company.
FelCor, a real estate investment trust, owns a diversified portfolio of primarily upper-upscale and luxury hotels that are located in major and resort markets throughout the U.S. FelCor partners with top hotel companies to operate its properties under globally renowned names and as premier independent hotels. Additional information can be found on the company's website at www.felcor.com.
With the exception of historical information, the matters discussed in this news release include “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those anticipated at the time the forward-looking statements are made. Current economic circumstances or an economic slowdown and the impact on the lodging industry, operating risks associated with the hotel business, relationships with our property managers, risks associated with our level of indebtedness and our ability to meet debt covenants in our debt agreements, our ability to complete acquisitions, dispositions and debt refinancing, the availability of capital, the impact on the travel industry from security precautions, our ability to continue to qualify as a Real Estate Investment Trust for federal income tax purposes and numerous other factors may affect future results, performance and achievements. Certain of these risks and uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially. We undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.