FelCor Agrees to Acquire Two New York Hotels
FelCor Lodging Trust Incorporated (NYSE: FCH) announces it has entered into a binding purchase and sale agreement to acquire the fee-simple interests in two midtown Manhattan hotels, The Royalton and Morgans, for $140.0 million from Morgans Hotel Group Co. ("MHGC"). MHGC will continue to manage the properties, which have a total of 282 guest rooms, under a long-term management agreement. FelCor expects to complete the purchase of these two iconic hotels, funded with cash on hand, in the second quarter.
Transaction Highlights:
Attractive pricing and estimated returns. The purchase price of $496,000 per key is approximately 60% of replacement cost. The purchase price represents approximately ten times peak Hotel EBITDA. FelCor's estimated internal rate of return on this investment exceeds 12%, which is above its weighted average cost of capital, creating incremental long-term shareholder value. MHGC is providing structural support by subordinating its management fees (if necessary) to a minimum return to FelCor. Hotel EBITDA in 2011, for our period of ownership, is expected to be between $6.0 and $6.5 million.
Additional opportunities to enhance value. FelCor has identified opportunities to enhance the hotels' value, including adding guest rooms, and improving the fitness center and guest lounge at the Morgans, as well as food and beverage offerings. In addition, both hotels will benefit from increased oversight and heightened management focus typical of FelCor's unique asset management approach, as well as from the vision and management of MHGC's new executive team. FelCor has also identified revenue and customer mix management opportunities to increase market share and average rate, and is reviewing opportunities to complex various operational functions at the two hotels to reduce expenses.
Limited initial capital needs. Both hotels are in excellent condition. MHGC spent more than $30 million in the last three years renovating these hotels, which will require nominal initial capital in excess of customary reserves.
Increases portfolio quality and diversification. These hotels will be FelCor's first properties in New York. They would have accounted for approximately 5% of the company's 2010 core hotel operating revenue on a pro forma basis. The hotels' 2010 RevPAR ($250) is almost three times greater than FelCor's 2010 portfolio average ($86). Once stabilized, EBITDA per key of these hotels is estimated to be greater than $40,000, significantly higher than the remaining portfolio.
High barrier-to-entry protection. The Manhattan submarkets benefit from consistently strong demand generators and have extremely high barriers to entry, which limit supply growth. New hotel room supply since 2003 represented 1% of existing rooms, which is significantly below the overall New York market and US averages, according to Smith Travel Research.
"We are very excited about this opportunity to gain entry in superb locations in Manhattan at a very favorable price per key and substantial discount to replacement cost. These two high-quality properties are in terrific condition and will require limited capital in the near-term. This submarket within Manhattan consistently performs at a high level compared to the industry and is expected to experience above-average RevPAR and EBITDA growth over the next few years and beyond. We feel confident in the abilities and vision of the new management team at Morgans and look forward to a rewarding long-term relationship," said Richard A. Smith, FelCor's President and Chief Executive Officer.
The Hotels:
The Royalton is located on West 44th Street, between fifth and sixth Avenues. It features a cutting-edge Philippe Starck design, comprising 168 guest rooms, including 24 lofts and alcove suites, 1,500 square feet of meeting space, the Brasserie 44 restaurant and adjacent Bar 44, as well as fitness and business centers. In 2007, the hotel underwent a $20.2 million renovation (approximately $120,000 per key), including re-establishing its legendary lobby as a prominent New York locale. In 2010, an additional lobby bar was added for $1.5 million.
The Royalton has an enviable location in the heart of midtown Manhattan. Bryant Park, Times Square, Rockefeller Center, shopping on Fifth and Madison Avenues and Grand Central Terminal are all located within five blocks. This area benefits from some of the highest barriers to new supply of any market in the world. Moreover, hotel development is not considered a "highest and best" use for most available sites within this area, and development of large-scale, new full-service hotels within this area will remain limited.
Morgans, the original "boutique" hotel, is located on Madison Avenue, between 37th and 38th Streets. The 19-story hotel comprises 114 guest rooms and 1,500 square feet of meeting space, as well as a "living room" and fitness center on the first guestroom level. Morgans also includes a full-service restaurant, Asia de Cuba. The hotel recently underwent a renovation in 2008, for $10.3 million (approximately $90,000 per key).
The area surrounding Morgans is among Manhattan's most dynamic and desirable neighborhoods, with over six million square feet of office space. The hotel benefits from its proximity to many diverse, major corporate headquarters, including some of the biggest and most recognized names in advertising, banking, fashion, cosmetics and pharmaceuticals. The hotel is also centrally located near major tourist attractions, such as the Empire State Building, the Chrysler Building, the United Nations, Grand Central Terminal, Bryant Park and Madison Square Garden, as well as Fifth Avenue and Madison Avenue shopping.
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 a further 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 increased fuel prices and 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.
About FelCor
FelCor, a real estate investment trust, owns a diversified portfolio of primarily upper-upscale hotels that are located in major urban and resort markets throughout the U.S. FelCor partners with top hotel companies that 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.
Forward Looking Statements
The information presented herein may contain forward looking statements. These forward looking statements, which are based on current expectations, estimates and projections about the industry and markets in which RLJ Lodging Trust ("RLJ") and FelCor operate and beliefs of and assumptions made by RLJ management and FelCor management, involve uncertainties that could significantly affect the financial results of RLJ or FelCor or the combined company. Words such as "projects," "will," "could," "continue," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "forecast," "guidance," "outlook," "may," and "might" and variations of such words and similar expressions are intended to identify such forward looking statements, which generally are not historical in nature. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the proposed merger between FelCor and RLJ, including future financial and operating results, the attractiveness of the value to be received by FelCor stockholders, the attractiveness of the value to be received by RLJ, the combined company"s plans, objectives, expectations and intentions, the timing of future events, anticipated administrative and operating synergies, the anticipated impact of the merger on net debt ratios, cost of capital, future dividend payment rates, forecasts of FFO accretion, projected capital improvements, expected sources of financing, and descriptions relating to these expectations. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, 2 we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in the real estate industry, financial markets and interest rates, or to the business or financial condition of either company or business, (iii) increased or unanticipated competition for the companies" properties, (iv) risks associated with acquisitions, including the integration of the combined companies" businesses, (v) the potential liability for the failure to meet regulatory requirements, including the maintenance of REIT status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies" ability to consummate the merger and the timing of the closing of the merger, (ix) the outcome of claims and litigation involving or affecting either company, (x) applicable regulatory changes, and (xi) those additional risks and factors discussed in reports filed with the SEC by RLJ and FelCor from time to time, including those discussed under the heading "Risk Factors" in their respective most recently filed reports on Forms 10K and 10Q. Neither RLJ nor FelCor, except as required by law, undertakes any duty to update any forward looking statements appearing in this document, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Stephen A. Schafer
Vice President Strategic Planning & Investor Relations
972-444-4912
FelCor