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

Pursuant to Section 13 or 15(d) of the

Commission file number: 333-220497		(Rangers Sub I, LLC)
Commission file number: 333-39595-01		(FelCor Lodging Limited Partnership)

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): September 19, 2017

~~Commission~~RANGERS ~~file~~SUB ~~number: 333-39595-01~~I, LLC

Date of Report (Date of earliest event reported): August 31, 2017

FELCOR LODGING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware	75-2544994
Maryland	(Rangers Sub I, LLC)	30-1001580
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Delaware	(FelCor Lodging Limited Partnership)	75-2544994
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

c/o RLJ Lodging Trust 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814		20814
(Address of principal executive offices)		(Zip Code)

(301) 280-7777

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Introductory~~Item ~~Note~~7.01. Regulation FD Disclosure

~~This~~On ~~Current~~September 19, ~~Report~~2017, onRLJ ~~Form 8-K~~Lodging isTrust ~~being~~(“RLJ”) ~~filed~~issued ina ~~connection~~press ~~with~~release announcing the ~~consummation~~commencement onby ~~August 31,~~FelCor ~~2017~~Lodging ofLimited ~~the~~Partnership ~~transactions~~(“FelCor ~~contemplated~~LP”), bya ~~that~~Delaware ~~certain~~limited ~~Agreement~~partnership and ~~Plan~~subsidiary of ~~Merger~~RLJ, ~~(the~~of ~~“Merger~~an ~~Agreement”),~~offer ~~dated~~to ~~April 23,~~repurchase ~~2017,~~its byoutstanding ~~and~~5.625% ~~among~~Senior ~~RLJ~~Secured ~~Lodging~~Notes ~~Trust~~due 2023 (the “~~RLJ~~Notes”), ~~RLJ~~at ~~Lodging~~101% ~~Trust,~~of ~~L.P.~~the principal amount thereof plus accrued and unpaid interest (the “~~RLJ~~Change LPof Control Offer”), ~~Rangers~~pursuant ~~Sub~~to I,the ~~LLC~~Indenture, adated ~~wholly~~as ~~owned subsidiary~~ of ~~RLJ~~December 17, LP2012 (as amended by the ~~“Company”)~~First Supplemental Indenture, ~~Rangers~~dated ~~Sub~~as IIof January 7, LP2013, anand ~~indirect~~the ~~wholly~~Second ~~owned~~Supplemental ~~subsidiary~~Indenture, dated as of ~~RLJ~~August 31, LP2017, ~~FelCor~~the ~~Lodging Trust Incorporated (~~“~~FelCor~~Indenture”), ~~and~~among FelCor ~~Lodging~~LP, ~~Limited~~Rangers ~~Partnership~~Sub I (~~“FelCor~~as ~~LP”~~defined below). ~~Pursuant~~(as successor to ~~the Merger Agreement,~~ FelCor ~~merged~~Lodging ~~with~~Trust ~~and~~Incorporated ~~into~~(“FelCor”)), the ~~Company,~~other ~~with~~guarantors ~~the~~party ~~Company~~thereto ~~surviving~~and asU.S. aBank ~~wholly~~National ~~owned~~Association, ~~subsidiary~~a ofnational ~~RLJ~~banking LPassociation, ~~(the~~as ~~“Merger”)~~trustee.

~~Prior~~The toChange of Control Offer is being conducted in connection with the consummation on August 31, 2017 of the ~~Merger,~~transactions ~~FelCor~~contemplated ~~was~~by athe ~~party~~Agreement toand ~~(i) that~~Plan ~~certain~~of ~~Indenture~~Merger (the “~~Secured~~Merger ~~Indenture~~Agreement”), dated as of ~~December~~April 1723, ~~2012~~2017, by and among ~~FelCor LP~~RLJ, ~~FelCor,~~RLJ ~~the~~Lodging ~~other~~Trust, ~~guarantors party thereto and U~~L.SP. ~~Bank~~(“RLJ ~~National Association~~LP”), asRangers ~~trustee~~Sub I, ~~registrar~~LLC, ~~paying~~a ~~agent~~wholly ~~and~~owned ~~collateral~~subsidiary ~~agent~~of ~~(the~~RLJ ~~“Trustee”)~~LP ~~and~~ (~~ii) that certain Indenture (the~~ “~~Unsecured~~Rangers ~~Indenture”~~Sub ~~and, together with the Secured Indenture, the “Indentures~~I”), ~~dated~~Rangers asSub ~~of May 21~~II, ~~2015~~LP, byan ~~and~~indirect ~~among~~wholly ~~FelCor~~owned ~~LP,~~subsidiary ~~FelCor,~~of ~~the~~RLJ ~~other~~LP ~~guarantors~~(“Partnership ~~party~~Merger ~~thereto~~Sub”), FelCor and ~~the~~FelCor ~~Trustee~~LP. Pursuant to the ~~terms~~Merger ~~of the Indentures~~Agreement, aPartnership ~~successor~~Merger ofSub ~~FelCor~~merged ~~must~~with ~~file~~and ~~all~~into ~~reports~~FelCor ~~required~~LP, towith beFelCor ~~filed~~LP bysurviving ~~Sections~~as ~~13(~~a~~) or~~ ~~15(d) of~~wholly ~~the~~owned ~~Securities~~subsidiary ~~Exchange Act~~ of ~~1934,~~RLJ asLP ~~amended~~ (the “~~Exchange~~Partnership ~~Act~~Merger”), ~~with~~and ~~the~~immediately ~~Securities~~thereafter, FelCor merged with and ~~Exchange~~into ~~Commission~~Rangers ~~(the~~Sub ~~“Commission”)~~I, ~~regardless~~with ofRangers ~~whether~~Sub ~~such~~I ~~entity~~surviving isas ~~required~~a towholly ~~file~~owned ~~reports~~subsidiary ~~with~~of RLJ LP (the ~~Commission~~“REIT ~~generally.~~Merger” ~~Following~~and, ~~consummation~~together ofwith the Partnership Merger, the ~~Company~~“Mergers”). ~~entered~~Under ~~into~~the aIndenture, ~~supplemental~~the ~~indenture~~completion ~~to each~~ of the ~~Secured~~Mergers ~~Indenture~~constituted ~~and~~a ~~the~~Change ~~Unsecured~~of ~~Indenture,~~Control (as ~~described~~defined ~~below,~~in the Indenture) and, therefore, asenables ~~successor~~each byholder ~~merger~~to ofrequire FelCor, ~~assumed~~LP ~~FelCor’s~~to ~~reporting~~make ~~obligations~~a ~~under~~Change ~~each~~ of ~~the~~Control ~~Indentures~~Offer.

~~Item~~A ~~1.01.~~copy ~~Entry~~of ~~into~~the apress ~~Material~~release ~~Definitive~~is ~~Agreement~~attached as Exhibit 99.1 and incorporated by reference herein.

The ~~information~~Change ~~provided~~of inControl Offer will be made pursuant to a change of control notice and offer to purchase (the ~~Introductory~~“Offer ~~Note~~to Purchase”) and an accompanying letter of ~~this~~transmittal ~~Current~~(the ~~Report~~“Letter onof ~~Form 8-K~~Transmittal”). isThe ~~incorporated~~Offer ~~herein~~to byPurchase ~~reference~~and the Letter of Transmittal set forth the complete terms of the Change of Control Offer and are attached hereto as Exhibits 99.2 and 99.3, respectively.

OnItem August 31, 2017, in connection with the merger of FelCor and RLJ, (i) FelCor LP, the Company, the other guarantors party thereto and the Trustee entered into a Second Supplemental Indenture (the “Secured Second Supplemental Indenture”) to the Secured Indenture, pursuant to which the Company assumed FelCor’s obligations under the Secured Indenture and the 58.625% Senior Secured Notes due 2023, and (ii) FelCor LP, the Company, the other guarantors party thereto and the Trustee entered into a Second Supplemental Indenture (the “Unsecured Second Supplemental Indenture”) to the Unsecured Indenture, pursuant to which the Company assumed FelCor’s obligations under the Unsecured Indenture and the 601.~~000%~~ ~~Senior~~Other ~~Notes due 2025~~Events.

~~The~~See foregoing description is qualified in its entirety by the complete terms of the Secured Second Supplemental Indenture and the Unsecured Second Supplemental Indenture, which are attached as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated by reference into this Item 17.01.

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

The information provided in the Introductory Note and set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit Number		Description
4.1		Second Supplemental Indenture with respect to FelCor Lodging Limited Partnership’s 5.625% Senior Secured Notes due 2023, dated as of August 31, 2017, by and among FelCor Lodging Limited Partnership, Rangers Sub I, LLC, the other guarantors party thereto and U.S. Bank National Association
99.1		Press release, dated September 19, 2017
4.2		Second Supplemental Indenture with respect to FelCor Lodging Limited Partnership’s 6.000% Senior Notes due 2025, dated as of August 31, 2017, by and among FelCor Lodging Limited Partnership, Rangers Sub I, LLC, the other guarantors party thereto and U.S. Bank National Association
99.2		Change of Control Notice and Offer to Purchase, dated September 19, 2017
99.3		Letter of Transmittal

*****

SIGNATURES

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.

	RANGERS SUB I, LLC
September 19, 2017	By:	/s/ Frederick D. McKalip
		Frederick D. McKalip
		Vice President and Secretary
	FELCOR LODGING LIMITED PARTNERSHIP
	By:	Rangers General Partner, LLC,
		its General Partner
September 7, 2017	By:	/s/ Frederick D. McKalip
September 19, 2017	By:	/s/ Frederick D. McKalip
		Frederick D. McKalip
		Vice President and Secretary

Filing Compare · FelCor Lodging LP