UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

~~May~~June 204, 2015

___________

Commission File Number: 001-14236 (FelCor Lodging Trust Incorporated)

Commission File Number: 333-39595-01 (FelCor Lodging Limited Partnership)

FelCor Lodging Trust Incorporated

FelCor Lodging Limited Partnership

(Exact Name of Registrant as Specified in Charter)



Maryland	(FelCor Lodging Trust Incorporated)	75-2541756
Delaware	(FelCor Lodging Limited Partnership)	75-2544994
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)
545 E. John Carpenter Frwy. Suite 1300 Irving, TX (Address of principal executive offices)		75062 (Zip code)
(972) 444-4900 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:



¨		Written communications pursuant to Rule 425 under the Securities Act
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Item 1.01.	Entry into a Material Definitive Agreement.

~~Indenture~~On June 4, 2015, certain subsidiaries of FelCor Lodging Trust Incorporated (the “Company”) and FelCor Lodging Limited Partnership (“FelCor LP”) entered into a Second Amended and Restated Revolving Credit Agreement (the “Second A&R Credit Agreement”) with JPMorgan Chase Bank, N.A., as the administrative agent and lender, and the other lenders thereto, which amends and restates the existing Amended and Restated Revolving Credit Agreement, dated as of December 18, 2012, as amended to date, providing for a revolving commitment (the “Facility”) of up to $400 million (increased from $225 million).

OnUnder ~~May~~the ~~21,~~Second ~~2015~~A&R Credit Agreement, ~~FelCor~~assuming ~~Lodging~~exercise ~~Limited~~of ~~Partnership~~a one-year extension option (~~“FelCor~~which ~~LP”~~is subject to satisfaction of certain conditions), athe ~~subsidiary,~~Facility ~~and~~matures in June 2020 (extended from June 2017). Borrowings under the ~~operating~~Facility ~~partnership,~~bear ofinterest ~~FelCor~~at ~~Lodging~~either ~~Trust~~(i) ~~Incorporated~~the greater of (a) the ~~“Company”~~prime orrate, ~~“FelCor”~~(b) the federal funds effective rate plus 0.5%, ~~issued~~and ~~$475~~(c) ~~million~~LIBOR plus 1%, in ~~aggregate~~each ~~principal~~case ~~amount~~plus ofan ~~senior~~applicable ~~unsecured~~rate, ~~notes~~which (ranges from 1.25% to 1.75% depending on the ~~“Notes”~~leverage ratio (reduced from 2.375%), or (ii) LIBOR plus an applicable rate, which ranges from 2.25% ~~The~~to ~~Notes~~2.75% ~~bear~~depending ~~interest~~on atthe 6leverage ratio (reduced from 3.~~000~~375%). ~~per~~In ~~year,~~addition ~~mature~~to interest payable on ~~June~~amounts 1outstanding under the Facility, ~~2025~~we will pay a quarterly fee, ~~and~~which ~~are~~ranges ~~guaranteed~~from by0.30% to 0.35% depending on the ~~Company~~leverage ~~and~~ratio ~~certain~~(reduced from 0.40%) on the undrawn portion of ~~its~~the ~~subsidiaries~~Facility. The ~~Notes~~Facility ~~were~~continues ~~offered~~ to ~~qualified~~be ~~institutional~~guaranteed ~~buyers~~by the Company and FelCor LP pursuant to ~~Rule~~a ~~144A~~Second ~~under~~Amended and Restated Guaranty Agreement (the ~~Securities~~“Second ~~Act~~A&R Guaranty”) and is secured by mortgages and related security interests on seven hotels and pledges of ~~1933,~~the equity interests of the borrowers owning and operating such hotels. As long as ~~amended~~FelCor LP’s 5.625% Senior Secured Notes due 2023 or 6.000% Senior Notes due 2025 (collectively, the “~~Securities~~Senior ~~Act~~Notes”) remain outstanding, the Facility imposes no corporate covenants; otherwise, the Facility adopts the same corporate covenants as applicable to the most recent senior notes. The Second A&R Credit Agreement includes rights to partial release and substitution of properties, subject to certain ~~persons~~conditions, ~~outside~~and the ~~United~~Facility ~~States~~is ~~under~~subject ~~Regulation~~to Sacceleration upon the occurrence of certain events of default. A copy of the ~~Securities~~Second ~~Act~~A&R Credit Agreement, the Second A&R Guaranty, a form of mortgage and a form of pledge agreement are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

~~The~~Item ~~net proceeds of the offering were approximately $466 million after fees and expenses~~1.02. ~~The~~Termination ~~Company used the net proceeds from the offering, together with cash on hand and/or funds drawn under the Company’s secured line~~ of ~~credit~~a ~~facility,~~Material toDefinitive ~~purchase and redeem all of FelCor LP’s outstanding 6~~Agreement.~~75% Senior Secured Notes due 2019 (the “6.75% Notes”).~~

~~The~~In ~~Notes~~connection ~~are~~with ~~governed~~the byclosing anof ~~indenture (~~the ~~“Indenture”)~~Second ~~entered~~A&R ~~into~~Credit byAgreement, ~~FelCor~~on LPJune 4, 2015, the Company ~~and~~prepaid in full that certain ~~subsidiaries~~Credit Agreement, dated as of ~~the~~July ~~Company~~21, ~~party~~2014, ~~thereto~~among FelCor/JPM Phoenix Hotel, asL.L.C., ~~guarantors~~DJONT/JPM Phoenix Leasing, L.L.C., FelCor Union Square Hotel, L.L.C., FelCor Union Square Lessee, L.L.C., FelCor FQ Hotel, L.L.C., and UFelCor FQ Lessee, L.SL.C., as borrowers, and Deutsche Bank ~~National~~AG ~~Association~~New York Branch, as ~~trustee~~administrative agent, ~~registrar~~and the other lenders thereto (the “Bridge Loan”). The outstanding principal amount of the Bridge Loan as of June 4, 2015 was $140.0 million, and ~~paying~~the Company paid approximately $140.2 million to fully repay the outstanding balance, including accrued interest, agent fees and legal expenses. AThe ~~copy~~Bridge Loan bore interest at (i) with respect to Eurodollar Rate Loans, LIBOR (no floor) plus 2.50% per annum or (ii) with respect to Base Rate Loans, a fluctuating rate per annum equal to 1.50%, plus the highest of (a) the ~~Indenture~~Federal isFunds ~~attached~~Rate ~~hereto~~plus 0.50%, (b) the rate of interest in effect for such day as ~~Exhibit~~publicly 4announced from time to time by Deutsche Bank AG New York Branch as its “prime rate,” and (c) LIBOR plus 2.100% per annum. The Bridge Loan was guaranteed by the Company and isFelCor ~~incorporated~~LP ~~herein~~and was secured by ~~reference~~three hotels and pledges of the equity interests of the borrowers owning and operating such hotels, including one hotel that now comprises part of the security for the Facility. The Bridge Loan was scheduled to mature in July 2017.

~~The~~Item Indenture contains certain covenants limiting or prohibiting FelCor LP’s ability to: (i) pay dividends and other distributions with respect to equity interests and purchase, redeem or retire equity interests; (ii) incur incremental indebtedness or issue preferred equity interests; (iii) enter into certain asset sales; (iv) enter into transactions with affiliates; (v) maintain a ratio of total unencumbered assets to unsecured debt; and (vi) engage in certain mergers or consolidations and transfers of assets2. ~~The Indenture also contains customary event of default provisions~~03. ~~The~~Creation ~~Indenture provides that FelCor LP will offer to repurchase the Notes upon a change~~ of ~~control at~~ a ~~purchase~~Direct ~~price~~Financial ~~equal~~Obligation toor ~~101%~~an ofObligation ~~the debt outstanding under the Notes.~~ Under ~~certain circumstances, upon the occurrence of~~ an ~~event~~Off-Balance ofSheet ~~default,~~Arrangement ~~the holders~~ of the Notes or the Trustee may declare the outstanding debt due and payable. FelCor LP may redeem some or all of the Notes at any time on or after June 1, 2020, at the redemption prices listed in the Indenture. Prior to June 1, 2020, FelCor LP may redeem the Notes at a ~~price equal to 100% of the principal amount plus a “make-whole” premium~~Registrant. ~~In addition, until June 1, 2018, FelCor LP may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings.~~

~~Registration~~See ~~Rights~~Item ~~Agreement~~1.01 above, which is incorporated herein by reference.

InItem connection with issuing the Notes, the Company, FelCor LP and certain subsidiaries of the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J8.P01. ~~Morgan~~Other ~~Securities LLC, on their own behalf and as representatives of the other initial purchasers of the Notes~~Events. The Company and FelCor LP have agreed to use their commercially reasonable efforts, at their cost, to file and cause to become effective an exchange offer registration statement with respect to an offer to exchange the Notes for notes identical to the Notes (except that the exchanged notes will not have restrictions on transfer), or, under certain circumstances to file a shelf registration statement to cover the resale of the Notes. The Registration Rights Agreement provides that the exchange offer will remain open for at least 20 business days after notice is mailed to the holders of the Notes. If the Company and FelCor LP fail to file a registration statement required by the Registration Rights Agreement within the prescribed time periods, or any such registration statement is not declared effective within the prescribed time periods, FelCor LP will be required to pay additional interest to the holders of

On June 9, 2015, the ~~Notes.~~Company Aissued ~~copy~~a press release announcing the closing of the ~~Registration~~transactions ~~Rights~~described ~~Agreement~~under Items 1.01 and 1.02 above, a copy of which is attached hereto as Exhibit 499.21 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On May 21, 2015, the Company issued a notice of optional redemption to redeem any and all of the 6.75% Notes that remained outstanding following the expiration of the cash tender offer described under Item 8.01 below. In connection therewith, the Company deposited, with Deutsche Bank Trust Company Americas, as collateral agent, registrar and paying agent (the “Paying Agent”), funds sufficient to redeem any remaining outstanding 6.75% Notes on June 20, 2015 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included approximately $64 million of outstanding principal at a redemption price of 103.375% of the principal amount of the redeemed 6.75% Notes, plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Paying Agent, the indenture governing the 6.75% Notes was fully satisfied and discharged, and all collateral securing repayment of the 6.75% Notes was released. The 6.75% Notes, which bore interest at 6.75% per year, were scheduled to mature on June 1, 2019.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See “Indenture” under Item 1.01 above, which is incorporated herein by reference.

Item 8.01 Other Events.

On May 20, 2015, the Company issued a press release announcing the expiration of FelCor LP’s cash tender offer to purchase any and all of the outstanding aggregate principal amount of the 6.75% Notes. A copy of the press release, which summarizes the results of the tender offer, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 21, 2015, the Company issued a press release announcing the issuance of the Notes and the closing of the offering described under Item 1.01 above, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number	Exhibit
10.1	Second Amended and Restated Credit Agreement, dated as of June 4, 2015, among FelCor Austin Downtown Hotel, L.L.C., FelCor Copley Plaza Owner, L.L.C., FelCor/LAX Hotels, L.L.C., Charleston Mills House Hotel, L.L.C., FelCor Santa Monica Owner, L.L.C., FelCor Union Square Hotel, L.L.C., FelCor St. Pete Owner, L.L.C., FelCor Austin Downtown Lessee, L.L.C., FelCor Copley Plaza Leasing, L.L.C., FelCor LAX Lessee, L.L.C., Charleston Mills House Lessee, L.L.C., FelCor Santa Monica Lessee, L.L.C., FelCor Union Square Lessee, L.L.C., and FelCor St. Pete Leasing (SPE), L.L.C., as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are parties thereto.

10.2	Second Amended and Restated Guaranty Agreement to the Second Amended and Restated Revolving Credit Agreement, dated as of June 4, 2015, by FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership in favor of JPMorgan Chase Bank, N.A., as administrative agent, on behalf of the lenders.

10.3	Form of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing under the Second Amended and Restated Revolving Credit Agreement for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

10.4	Form of Pledge and Security Agreement under the Second Amended and Restated Revolving Credit Agreement in favor of JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

99.1	Press release issued June 9, 2015 announcing expanding the Company's line of credit facility.

Exhibit Number	Exhibit
4.1	Indenture, dated as of May 21, 2015, between FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, registrar and paying agent.
4.2	Registration Rights Agreement, dated May 21, 2015, among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiary guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC.
99.1	Press release issued May 20, 2015 announcing expiration of tender offer for FelCor Lodging Limited Partnership’s 6.75% Senior Secured Notes due 2019.
99.2	Press release issued May 21, 2015 announcing closing of senior notes offering.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: ~~May~~June 229, 2015 FelCor Lodging Trust Incorporated

By: /s/ Jonathan H. Yellen

Jonathan H. Yellen

Executive Vice President, General Counsel, and Secretary

Dated: ~~May~~June 229, 2015 FelCor Lodging Limited Partnership

By: FelCor Lodging Trust Incorporated, its general partner

By: /s/ Jonathan H. Yellen

Jonathan H. Yellen

Executive Vice President, General Counsel, and Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Indenture, dated as of May 21, 2015, between FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, registrar and paying agent.
10.1	Second Amended and Restated Credit Agreement, dated as of June 4, 2015, among FelCor Austin Downtown Hotel, L.L.C., FelCor Copley Plaza Owner, L.L.C., FelCor/LAX Hotels, L.L.C., Charleston Mills House Hotel, L.L.C., FelCor Santa Monica Owner, L.L.C., FelCor Union Square Hotel, L.L.C., FelCor St. Pete Owner, L.L.C., FelCor Austin Downtown Lessee, L.L.C., FelCor Copley Plaza Leasing, L.L.C., FelCor LAX Lessee, L.L.C., Charleston Mills House Lessee, L.L.C., FelCor Santa Monica Lessee, L.L.C., FelCor Union Square Lessee, L.L.C., and FelCor St. Pete Leasing (SPE), L.L.C., as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are parties thereto.
4.2	Registration Rights Agreement, dated May 21, 2015, among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiary guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC.
10.2	Second Amended and Restated Guaranty Agreement to the Second Amended and Restated Revolving Credit Agreement, dated as of June 4, 2015, by FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership in favor of JPMorgan Chase Bank, N.A., as administrative agent, on behalf of the lenders.
99.1	Press release issued May 20, 2015 announcing expiration of tender offer for FelCor Lodging Limited Partnership’s 6.75% Senior Secured Notes due 2019.
10.3	Form of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing under the Second Amended and Restated Revolving Credit Agreement for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
99.2	Press release issued May 21, 2015 announcing closing of senior notes offering.
10.4	Form of Pledge and Security Agreement under the Second Amended and Restated Revolving Credit Agreement in favor of JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
99.1	Press release issued June 9, 2015 announcing expanding the Company's line of credit facility.

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