UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FelCor Lodging Trust Incorporated
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
31430F101
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1
| CUSIP No. 31430F101 | 13G | Page 2 of 21 Pages |
| 1. | Name of reporting persons:
GSO Special Situations Fund LP | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
1,472,873 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
1,472,873 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
1,472,873 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
1.2% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 31430F101 | 13G | Page 3 of 21 Pages |
| 1. | Name of reporting persons:
GSO Special Situations Overseas Master Fund Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Cayman Islands, British West Indies | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
1,559,085 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
1,559,085 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
1,559,085 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
1.3% | |||||
| 12. | Type of reporting person (see instructions):
CO | |||||
| CUSIP No. 31430F101 | 13G | Page 4 of 21 Pages |
| 1. | Name of reporting persons:
GSO Special Situations Overseas Fund Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Cayman Islands, British West Indies | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
1,559,085 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
1,559,085 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
1,559,085 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
1.3% | |||||
| 12. | Type of reporting person (see instructions):
CO | |||||
| CUSIP No. 31430F101 | 13G | Page 5 of 21 Pages |
| 1. | Name of reporting persons:
GSO Capital Partners LP | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
3,031,958 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,031,958 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 31430F101 | 13G | Page 6 of 21 Pages |
| 1. | Name of reporting persons:
GSO Advisor Holdings L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
3,031,958 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,031,958 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
| CUSIP No. 31430F101 | 13G | Page 7 of 21 Pages |
| 1. | Name of reporting persons:
Blackstone Holdings I L.P. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
3,031,958 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,031,958 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 31430F101 | 13G | Page 8 of 21 Pages |
| 1. | Name of reporting persons:
Blackstone Holdings I/II GP Inc. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
3,031,958 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,031,958 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
CO | |||||
| CUSIP No. 31430F101 | 13G | Page 9 of 21 Pages |
| 1. | Name of reporting persons:
The Blackstone Group L.P. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
3,031,958 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,031,958 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 31430F101 | 13G | Page 10 of 21 Pages |
| 1. | Name of reporting persons:
Blackstone Group Management L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
3,031,958 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,031,958 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
| CUSIP No. 31430F101 | 13G | Page 11 of 21 Pages |
| 1. | Name of reporting persons:
Stephen A. Schwarzman | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
3,031,958 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,031,958 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
| CUSIP No. 31430F101 | 13G | Page 12 of 21 Pages |
| 1. | Name of reporting persons:
Bennett J. Goodman | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
3,031,958 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
3,031,958 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
| CUSIP No. 31430F101 | 13G | Page 13 of 21 Pages |
| 1. | Name of reporting persons:
J. Albert Smith III | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
3,031,958 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
3,031,958 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
| CUSIP No. 31430F101 | 13G | Page 14 of 21 Pages |
| 1. | Name of reporting persons:
Douglas I. Ostrover | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
3,031,958 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
3,031,958 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,031,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
2.4% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
Page 15 of 21
| Item 1. | (a). Name of Issuer |
FelCor Lodging Trust Incorporated (the “Company”)
| (b). Address of Issuer’s Principal Executive Offices: |
545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Each of the following persons is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
(i) GSO Special Situations Fund LP
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ii) GSO Special Situations Overseas Master Fund Ltd.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
(iii) GSO Special Situations Overseas Fund Ltd.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
(iv) GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(v) GSO Advisor Holdings L.L.C.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(vi) Blackstone Holdings I L.P.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
Page 16 of 21
(vii) Blackstone Holdings I/II GP Inc.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(viii) The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ix) Blackstone Group Management L.L.C.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(x) Stephen A. Schwarzman
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xi) Bennett J. Goodman
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xii) J. Albert Smith III
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xiii) Douglas I. Ostrover
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 (the “Common Stock”)
Page 17 of 21
| Item 2(e). | CUSIP Number:31430F101 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s respective cover page.
(b) Percent of class:
The Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on November 6, 2013, indicated that there were 124,125,625 outstanding shares of Common Stock as of October 28, 2013. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of the total number of outstanding shares of Common Stock as listed on such Reporting Person’s respective cover page.
As of December 31, 2013, GSO Special Situations Fund LP directly held 1,472,873 shares of Common Stock and GSO Special Situations Overseas Master Fund Ltd. directly held 1,559,085 shares of Common Stock (GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd., the “GSO Funds”).
GSO Special Situations Overseas Master Fund Ltd. is a wholly owned subsidiary of GSO Special Situations Overseas Fund Ltd. GSO Capital Partners LP serves as the investment manager of GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd. and GSO Special Situations Overseas Fund Ltd.
GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP. Blackstone Holdings I L.P. is a managing member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared voting power and/or investment power with respect to the Common Stock held by the GSO Funds.
Page 18 of 21
Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed or who are otherwise party to the Joint Filing Agreement (as filed hereto as Exhibit 99.1) constitute a “group” for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
(c) Number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of each cover page
(ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page
Page 19 of 21
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
As of the date hereof, each Reporting Person beneficially owns less than five percent of the Common Stock.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 20 of 21
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2014
| GSO SPECIAL SITUATIONS FUND LP | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO SPECIAL SITUATIONS OVERSEAS FUND LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CAPITAL PARTNERS LP | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO ADVISOR HOLDINGS L.L.C. | ||
| By: BLACKSTONE HOLDINGS I L.P., its sole member | ||
By: BLACKSTONE HOLDINGS I/II GP INC., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS I L.P. | ||
By: BLACKSTONE HOLDINGS I/II GP INC., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS I/II GP INC. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
Page 21 of 21
THE BLACKSTONE GROUP L.P. | ||
| By: BLACKSTONE GROUP MANAGEMENT L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| By: | /s/ Stephen A. Schwarzman | |
| Stephen A. Schwarzman | ||
| BENNETT J. GOODMAN | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
| J. ALBERT SMITH III | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
| DOUGLAS I. OSTROVER | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
