increased transportation security precautions affecting the travel ~~industry~~industry.

We are subject to risks inherent to hotel operations. We have ownership interest in the operating lessees of our hotels; consequently, we are subject to the risk of fluctuating hotel operating expenses at our hotels, including but not limited to:

increases in operating expenses due to inflation;

wage and benefit costs, including hotels that employ unionized labor;

repair and maintenance expenses;

gas and electricity costs;

insurance costs including health, general liability and workers compensation; and

other operating expenses.

We could face increased competition. Each of our hotels competes with other hotels in its geographic area. A number of additional hotel rooms have been, or may be, built in a number of the geographic areas in which our hotels are located, which could adversely affect both occupancy and rates in those markets. A significant increase in the supply of upscale and ~~upper upscale~~upper-upscale hotel rooms, or if demand fails to increase at least proportionately, could have a material adverse effect on our business, financial condition and results of operations.

The lodging business is seasonal in nature. Generally, hotel revenues for our hotel portfolio are greater in the second and third calendar quarters than in the first and fourth calendar quarters, although this may not be true for hotels in major tourist destinations. Revenues for hotels in tourist areas are generally substantially greater during tourist season than other times of the year. We expect that seasonal variations in revenue at our hotels will cause quarterly fluctuations in our revenues.

~~We are subject to risks inherent to hotel operations. We have ownership interest in the operating lessees of our hotels; consequently, we are subject to the risk of fluctuating hotel operating expenses at our hotels, including but not limited to~~:

~~increases in operating expenses due to inflation;~~

~~wage and benefit costs, including hotels that employ unionized labor;~~

~~repair and maintenance expenses;~~

~~gas and electricity costs;~~

~~insurance costs including health, general liability and workers compensation; and~~

~~other operating expenses.~~

Compliance with environmental laws may adversely affect our financial condition. Owners of real estate are subject to numerous federal, state ~~local~~ and ~~foreign~~local environmental laws and regulations. Under these laws and regulations, a current or former owner of real estate may be liable for the costs of remediating ~~regulated materials~~hazardous substances found on its property, whether or not they were responsible for its presence. In addition, if an owner of real property arranges for the disposal of ~~regulated materials~~hazardous

substances at another site, it may also be liable for the costs of remediating the disposal site, even if it did not own or operate the disposal site. Such liability may be imposed without regard to fault or the legality of a ~~party's~~party’s conduct and may, in certain circumstances, be joint and several. A property owner may also be liable to third parties for personal injuries or property damage sustained as a result of its release of ~~regulated materials,~~hazardous or toxic substances, including asbestos-containing materials, into the environment. Environmental laws and regulations may require us to incur substantial expenses and limit the use of our properties. We could have substantial liability for a failure to comply with applicable environmental laws and regulations, which may be enforced by the government or, in certain instances, by private parties. The existence of ~~regulated materials~~hazardous substances on a property can also adversely affect the value of, and the ~~owner's~~owner’s ability to use, sell or borrow against the property.

We cannot provide assurances that future or amended laws or regulations, or more stringent interpretations or enforcement of existing environmental requirements, will not impose any material environmental liability, or that the environmental condition or liability relating to our hotels will not be affected by new information or changed circumstances, by the condition of properties in the vicinity of such hotels, such as the presence of leaking underground storage tanks, or by the actions of unrelated third parties.

Moreover, under federal and certain state environmental laws, a holder of secured indebtedness may be liable for an issuer's environmental matters if the debt holder or its agents or employees have actually participated in the management of the operations of the issuer, even though the environmental damage or threat was caused by a third party, a prior owner, a current owner or an operator other than that debt holder. Under federal environmental laws, “participation in management” generally requires actual participation in, and not merely the capacity to influence, the operations of the subject facility. This would generally require that the debt holder have exercised control with respect to environmental compliance or over all or substantially all of the non-environmental operational functions. Similarly, the debt holder may incur liability if it acquires title to a facility in various circumstances, including when it:


▪	~~holds the facility as an investment, including leasing the facility to a third party;~~


▪	~~fails to sell, release or otherwise divest itself of the facility at the earliest practicable, commercially reasonable time, on commercially reasonable terms; or~~


▪	~~fails to properly address environmental conditions at the facility.~~

The collateral agent and the indenture trustee may need to evaluate the impact of these potential environmental liabilities before determining to foreclose on collateral consisting of real property, if any, because secured creditors that hold a mortgage in real property may be held liable under environmental laws for the costs of remediating or preventing the release or threatened releases of regulated materials at such real property. Consequently, the collateral agent may decline to foreclose on such collateral or exercise remedies available in respect thereof, if it does not receive indemnification to its satisfaction from the holders of the Notes.

Compliance with the Americans with Disabilities Act may adversely affect our financial condition. Under the Americans with Disabilities Act of 1990, ~~(the “ADA”),~~as amended, or the ADA, all public accommodations, including hotels, are required to meet certain federal requirements for access and use by disabled persons. Various state and local jurisdictions have also adopted requirements relating to the accessibility of buildings to disabled persons. We ~~believe~~make every reasonable effort to ensure that our hotels substantially comply with the requirements of the ADA and other applicable laws. However, we could be liable for both governmental fines and payments to private parties if it were determined that our hotels are not in compliance with these laws. We also may be subject to future changes in these laws. If we were required to make unanticipated major modifications to our hotels to comply with the requirements of the ADA and ~~other~~ similar laws, it could materially adversely affect our ability to make distributions to our ~~unitholders~~stockholders and to satisfy our other obligations.

System security risks, data protection breaches, cyber-attacks and systems integration issues could disrupt our internal operations or service provided to guests at our hotels, and any such disruption could reduce our expected revenue, increase our expenses, damage the reputation of our hotels and adversely affect our stock price. Experienced computer programmers and hackers may be able to penetrate our network security or the network security of our third-party managers and franchisors, and misappropriate or compromise our confidential information or that of our hotel guests, create system disruptions or cause the shutdown of our hotels. Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our computer systems or the computer systems operated by our third-party managers and franchisors, or otherwise exploit any security vulnerabilities of our respective networks. In addition, sophisticated hardware and operating system software and applications that we and our third-party managers or franchisors may procure from outside companies may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with our internal operations or the operations at our hotels. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential business at our hotels.

Portions of our information technology infrastructure or the information technology infrastructure of our third-party managers and franchisors also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We or our third-party managers and franchisors may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time consuming, disruptive and resource-intensive. Such disruptions could adversely impact the ability of our third-party managers and franchisors to fulfill reservations for guestrooms and other services offered at our hotels. Delayed sales or bookings, lower margins or lost guest reservations resulting from these disruptions could adversely affect our financial results, stock price and the reputation of our hotels.

We seek to minimize the impact of these attacks through various technologies, processes and practices designed to protect our networks, systems, computers and data from attack, damage or unauthorized access. However, there are no guarantees that our cyber-security practices will be sufficient to thwart all attacks. While we carry property, business interruption, and cyber risk insurance, we may not be sufficiently compensated for all losses we may incur. These losses include not only a loss of revenues but also potential litigation, fines or regulatory action against us. Furthermore, we may also incur substantial remediation costs to repair system damage as well as satisfy liabilities for stolen assets or information that may further reduce our profits.

If we (or our managers) fail to comply with applicable privacy laws and regulations, we could be subject to payment of fines, damages or face restrictions on our use of guest data. Our managers collect information relating to our guests for various business purposes, including marketing and promotional purposes. Collecting and using personal data is governed by U.S. and other privacy laws and regulations. Privacy regulations continue to evolve and may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our managers’ ability to market our products, properties and services to our guests. In addition, non-compliance (or in some circumstances non-compliance by third parties engaged by us (including our managers)), or a breach of security in systems storing privacy data, may result in fines, payment of damages or restrictions on our (or our managers’) use or transfer of data.

Future terrorist activities and political instability may adversely affect, and create uncertainty in, our business. Terrorism in the United States or elsewhere could have an adverse effect on our business, although the degree of impact will depend on a number of factors, including the U.S. and global economies and global financial markets. Previous terrorist attacks in the United States and subsequent terrorism alerts have adversely affected the travel and hospitality industries in the past. Such attacks, or the threat of such attacks, could have a material adverse effect on our business, our ability to finance our business, our ability to insure our properties, and/or our results of operations and financial condition, as a whole.

We face reduced ~~coverage~~insurance coverages and ~~increased costs of insurance~~increasing premiums. Our property insurance has a $100,000 “all-risk” deductible, as well as a 5% deductible (insured value) for named windstorm and California earthquake coverage. Substantial uninsured or not fully-insured losses would have a material adverse impact on our operating

results, cash flows and financial condition. Catastrophic losses, such as the losses caused by hurricanes in 2005, could make the cost of insuring against these types of losses prohibitively expensive or difficult to find. In an effort to limit the cost of insurance, we purchase catastrophic insurance coverage based on probable maximum losses based on 250-year events and have only purchased terrorism insurance to the extent required by our lenders or franchisors. We have established a self-insured retention of $250,000 per occurrence for general liability insurance with regard to 4336 of our hotels. The remainder of our hotels participate in general liability programs sponsored by our managers, with no deductible.

We could have uninsured or under-insured property losses ~~not covered by insurance~~. Our property policies provide that all of the claims from each of our properties resulting from a particular insurable event must be combined together for purposes of evaluating whether the aggregate limits and sub-limits contained in our policies have been exceeded. Therefore, if an insurable event occurs that affects more than one of our hotels, the claims from each affected hotel will be added together to determine whether the aggregate limit or sub-limits, depending on the type of claim, have been reached, and each affected hotel may only receive a proportional share of the amount of insurance proceeds provided for under the policy if the total value of the loss exceeds the aggregate limits available. We may incur losses in excess of insured limits, and as a result, we may be even less likely to receive sufficient coverage for risks that affect multiple properties such as earthquakes or catastrophic terrorist acts. ~~There are risks~~Risks such as war, catastrophic terrorist acts, nuclear, biological, chemical, or radiological attacks, and some environmental hazards ~~that~~ may be deemed to fall completely outside the general coverage limits of our policies or may be uninsurable or may be too expensive to justify insuring against.

We may also encounter disputes concerning whether an insurance provider will pay a particular claim that we believe is covered under our policy. Should a loss in excess of insured limits or an uninsured loss occur or should we be unsuccessful in obtaining coverage from an insurance carrier, we could lose all, or a portion of, the capital we have invested in a property, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

We obtain terrorism insurance to the extent required by lenders or franchisors as a part of our all-risk property insurance program, as well as our general liability and ~~FelCor's directors'~~directors’ and ~~officers' coverage.~~officers’ policies. However, our all-risk policies have limitations, such as per occurrence limits and sub-limits, that might have to be shared proportionally across participating hotels under certain loss scenarios. Also, all-risk insurers only have to provide terrorism coverage to the extent mandated by the Terrorism Risk Insurance Act, or TRIA, for “certified” acts of ~~terrorism -~~ terrorism—namely those that are committed on behalf of non-United States persons or interests. Furthermore, we do not have full replacement coverage at all of our ~~properties~~hotels for acts of terrorism committed on behalf of United States persons or interests (“non-certified” events) as our coverage for such incidents is subject to sub-limits and/or annual aggregate limits. In addition, property damage related to war and to nuclear, biological and chemical incidents is excluded under our policies. While TRIA will reimburse insurers for losses resulting from nuclear, biological and chemical perils, TRIA does not require insurers to offer coverage for these perils and, to date,

insurers are not willing to provide this coverage, even with government reinsurance. Additionally, ~~there is a possibility that~~ Congress ~~will~~may not renew TRIA in the future, which would eliminate the federal subsidy for terrorism losses. As a result of the above, ~~there remains uncertainty regarding~~ the extent and adequacy of terrorism coverage that will be available in the future to protect our interests in the event of future terrorist attacks that impact our ~~properties.~~properties is uncertain.

We have geographic concentrations that may create risks from regional or local economic, seismic or weather conditions. AtAs of December 31, ~~2012,~~2014, approximately ~~47%~~58% of our hotel rooms were located in, and ~~51%~~61% of our ~~2012~~ Hotel EBITDA for the year ended December 31, 2014 was generated from, three states: California ~~(24%~~(35% of our hotel rooms and ~~28%~~36% of our Hotel EBITDA); Florida ~~(12%~~(16% of our hotel rooms and ~~13%~~15% of our Hotel EBITDA); and ~~Texas (11%~~Massachusetts (7% of our hotel rooms and 10% of our Hotel EBITDA). Additionally, atas of December 31, ~~2012,~~2014, we had concentrations in five major metropolitan areas which together represented approximately ~~30%~~47% of our Hotel EBITDA for the year ended December 31, ~~2012~~2014 (the San Francisco Bay area ~~(9%~~(18%), Boston (10%), South Florida (8%), Los Angeles area (6%), ~~South Florida (6%), Boston~~and Myrtle Beach (5%~~) and New York (4%~~)). Therefore, adverse economic, seismic or weather conditions in these states or metropolitan areas may have a greater adverse effect on us than on the industry as a whole.

Transfers and/or termination of franchise licenses and management agreements may be prohibited or restricted. Hotel managers and franchise licensors may have the right to terminate their agreements or suspend their services in the event of default under such agreements or other ~~third party~~third-party agreements such as ground leases and mortgages, upon the loss of liquor licenses, or in the event of the sale or transfer of the hotel. Franchise licenses may expire by their terms, and we may not be able to obtain replacement franchise license agreements.

If a management agreement or franchise license were terminated, under certain circumstances (such as the sale of a hotel), we could be liable for liquidated damages (which may be guaranteed by us or certain of our subsidiaries). In addition, we may need to obtain a different franchise and/or engage a different manager, and the costs and disruption associated with those changes could be significant (and materially adverse to the value of the affected hotel) because of the loss of associated name recognition, marketing support and centralized reservation systems provided by the franchise licensor or operations management provided by the manager. Additionally, most of our management agreements restrict our ability to encumber our interests in the applicable hotels under certain circumstances without the ~~managers'~~managers’ consent, which can make it more difficult to obtain secured financing on acceptable terms.

We are subject to possible adverse effects of management, franchise and license agreement requirements. All of our hotels are operated under existing management, franchise or license agreements with nationally recognized hotel companies. Each agreement requires that the licensed hotel be maintained and operated in accordance with specific brand standards and ~~restrictions in order to maintain uniformity within the brand.~~restrictions. Compliance with these standards, and changes in these standards, could require us to incur significant expenses or capital expenditures, which could adversely affect our results of operations and ability to pay ~~distributions~~dividends to our ~~unitholders~~stockholders and service on our ~~indebtedness.~~debt.

We are subject to the risks of brand concentration. We are subject to the potential risks associated with the concentration of our hotels under a limited number of brands. A negative public image or other adverse event that becomes associated with the brand could adversely affect hotels operated under that brand.~~At December 31, 2012, approximately 51% of our 2012 Hotel EBITDA was derived from Embassy Suites.~~ If any brands under which we operate hotels suffer a significant decline in appeal to the traveling public, the revenues and profitability of our branded hotels could be adversely affected. As of December 31, 2014, approximately 21 hotels comprising 45% of our aggregate rooms were flagged as Embassy Suites, and we derived approximately 47% of our Hotel EBITDA for the year ended December 31, 2014 from those hotels.

~~In addition, we~~If revenue declines faster than operating expenses, our margins may shrink materially. We are subject to the risks of a decline in Hotel EBITDA margins, which occur when hotel operating expenses increase disproportionately to revenues or fail to shrink at least as fast as revenues decline. These operating expenses and Hotel EBITDA margins are controlled by our ~~independent~~third-party managers over whom we have limited ~~control~~influence.

~~We have substantial financial leverage.~~

At December 31, 2012, our consolidated debt ($1.6 billion) represented approximately 65.4% of our total enterprise value. Declining revenues and cash flow may adversely affect our public debt ratings and may limit our access to additional debt. Historically, we have incurred debt for acquisitions and to fund our renovation, redevelopment and rebranding programs. If our ability to obtain debt financing is limited, that could adversely affect our ability to fund these programs or acquire hotels in the future.

~~Our financial leverage could have important consequences. For example, it could:~~


▪	~~limit our ability to obtain additional financing for working capital, renovation, redevelopment and rebranding plans, acquisitions, debt service requirements and other purposes;~~


▪	~~limit our ability to refinance existing debt;~~


▪	~~limit our ability to pay distributions, invest in unconsolidated joint ventures, etc.;~~


▪	~~require us to agree to additional restrictions and limitations on our business operations and capital structure to obtain financing;~~


▪	~~increase our vulnerability to adverse economic and industry conditions, and to interest rate fluctuations;~~


▪	require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for capital expenditures, future business opportunities, paying distributions or other purposes;


▪	~~limit our flexibility to make, or react to, changes in our business and our industry; and~~


▪	~~place us at a competitive disadvantage, compared to our competitors that have less debt.~~

~~Compliance with, or failure to comply with, our financial covenants may adversely affect our financial position and results of operations.~~

The indentures governing the Notes, the 6.75% and the 10% Notes, our Line of Credit Facility and the agreements governing our subsidiary mortgage debt each contain, and future financing agreements may contain, various restrictive covenants and incurrence tests, including, among others, provisions that can restrict our ability to:


▪	~~incur any additional indebtedness;~~


▪	~~make common or preferred distributions;~~


▪	~~repurchase FelCor's common or preferred stock;~~


▪	~~make investments;~~


▪	~~engage in transactions with affiliates;~~


▪	~~incur liens;~~


▪	~~merge or consolidate with another person;~~


▪	~~dispose of all or substantially all of our assets; and~~


▪	~~permit limitations on the ability of our subsidiaries to make payments to us.~~

In addition, the agreements governing the Notes and the 10% Notes require that we satisfy total leverage, secured leverage and interest coverage tests in order, among other things, to: (i) incur additional indebtedness except to refinance maturing debt with replacement debt, as defined under our indentures; (ii) pay distributions in excess of the minimum distributions required to maintain FelCor's REIT status; (iii) repurchase FelCor's capital stock; or (iv) merge. These restrictions may adversely affect our ability to finance our operations or engage in other business activities that may be in our best interest.

Various political, economic, social or business risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and financial thresholds. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default could permit lenders to accelerate the maturity of obligations under these agreements and to foreclose upon any collateral securing those obligations. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions could significantly impair our ability to obtain other financing. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.

Certain of our subsidiaries have been formed as special purpose entities, or SPEs. These SPEs have incurred mortgage debt secured by the assets of those SPEs, which debt is non-recourse to us, except in connection with certain customary recourse “carve-outs,” including fraud, misapplication of funds, etc., in which case, this debt could become fully recourse to us.

~~Our debt agreements will allow us to incur additional debt that, if incurred, could exacerbate the other risks described herein.~~

We may be able to incur substantial debt in the future. Although the instruments governing our indebtedness contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. If we add incremental debt, the leverage-related risks described above would intensify.

The increasing use of Internet travel intermediaries by consumers may adversely affect our ~~profitability.~~

profitability. Some of our hotel rooms may be booked through Internet travel intermediaries. As these Internet bookings increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us and our management companies. Moreover, some of these Internet travel intermediaries are attempting to offer hotel rooms as a commodity, by increasing the importance of price and general indicators of quality (such as “three-star downtown hotel”) at the expense of brand identification. These agencies hope that consumers will eventually develop brand loyalties to their reservations system rather than to the brands under which our hotels are franchised. If the amount of sales made through

Internet travel intermediaries increases significantly, room revenues may flatten or decrease and our profitability may be adversely affected.

~~Future terrorist activities and political instability may adversely affect, and create uncertainty in, our business.~~

Terrorism in the United States or elsewhere could have an adverse effect on our business, although the degree of impact will depend on a number of factors, including the U.S. and global economies and global financial markets. Previous terrorist attacks in the United States and subsequent terrorism alerts have adversely affected the travel and hospitality industries in past years. Such attacks, or the threat of such attacks, could have a material adverse effect on our business, ourOur ability to ~~finance~~achieve our ~~business, our ability to insure our properties, and/or our results of operations and financial condition, as a whole.~~

~~If we (or our managers) fail to comply with applicable privacy laws and regulations, we could be subject to payment of fines, damages or face restrictions on our use of guest data.~~

Our managers collect information relating to our guests for various business purposes, including marketing and promotional purposes. Collecting and using of personal data is governed by U.S. and other privacy laws and regulations. Privacy regulations continue to evolve and may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our manager's ability to market our products, properties and services to our guests. In addition, non-compliance (or in some circumstances non-compliance by third parties engaged by us (including our managers)), or a breach of security on systems storing privacy data, may result in fines, payment of damages or restrictions on our (or our managers') use or transfer of data.

~~As a REIT, FelCor~~long-term objectives is subject to ~~specific tax laws~~various risks and ~~regulations, the violation of which could subject us to significant tax liabilities.~~

~~The U.S. federal income tax laws governing REITs are complex. FelCor has operated,~~uncertainties, and intends to continue to operate, in a manner that is intended to enable it to qualify as a REIT under the U.S. federal income tax laws. The REIT qualification requirements are extremely complicated, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Accordingly, we cannot be certain that FelCor has been, or will continue to be, successful in operating so as to qualify as a REIT.

~~The U.S. federal income tax laws governing REITs are subject to change~~. At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. These new laws, interpretations, or court decisions may change the U.S. federal income tax laws relating to, or the U.S. federal income tax consequences of, qualification as a REIT. Any of these new laws or interpretations may take effect retroactively and could adversely affect us.

~~Failure to make required distributions would subject FelCor to tax~~. Each year, a REIT must pay out to its stockholders at least 90% of its taxable income, other than any net capital gain. To the extent that FelCor satisfies the 90% distribution requirement, but distributes less than 100% of its taxable income, it will be subject to U.S. federal corporate income tax on its undistributed taxable income. In addition, it will be subject to a 4% nondeductible tax if the actual amount it pays out to its stockholders in a calendar year is less than the minimum amount specified under federal tax laws. FelCor's only source of funds to make such distributions comes from distributions from FelCor LP. Accordingly, we may be ~~required~~unable to ~~borrow money~~execute some or ~~sell assets to enable FelCor to pay out enough~~all of ~~its taxable income to satisfy~~ the ~~distribution requirements and to avoid corporate income tax and the 4% tax in a particular year.~~foregoing as contemplated, or at all.

~~Failure to qualify as a REIT would subject FelCor to U.S. federal income tax. If FelCor fails to qualify as a REIT in any taxable year for which the statute of limitations remains open, it would be subject to U.S. federal~~

income tax at regular corporate rates (including any applicable alternative minimum tax) for such taxable year and may not qualify as a REIT for four subsequent years. We might need to borrow money or sellOur long-term strategy contemplates: (i) redeveloping hotels in ~~order~~our portfolio, including potentially rebranding and enhancing facilities, to ~~obtain~~enhance hotel performance and improve returns on our investment; (ii) acquiring additional hotels in our target markets that meet our investment criteria and/or present redevelopment opportunities similar to hotels already in our portfolio; and (iii) recycling capital invested in our portfolio by selling hotels that no longer meet our investment criteria or are significantly more valuable as single assets than as part of a larger portfolio and reinvesting the ~~funds necessary~~proceeds in hotels that meet or exceed our investment criteria. For example, while we intend to ~~pay any~~recycle capital invested in hotels that no longer meet our investment criteria, there is no assurance that we will be able to sell such tax. Unless FelCor's failure to qualify as a REIT was excused under U.S. federal income tax laws, it could not re-elect REIT status until the fifth calendar year following the year in which it failed to qualify.

~~We may become subject to a 100% excise tax if the rent our TRSs pay us is determined to be excessive. While~~hotels at acceptable prices, or at all, and we ~~believe that the terms of the leases that exist between us and our TRSs were negotiated at arm's length and are consistent with the terms of comparable leases in the hotel industry, there~~ can beprovide no assurance that the ~~Internal Revenue Service,~~capital recycled from selling hotels will, when reinvested, generate targeted returns. Similarly, although we have extensive experience and success redeveloping hotel and resort properties, we can provide no assurance that current and future redevelopment opportunities will proceed as contemplated or ~~IRS, would not challenge the rents paid to us by~~at all or whether, if they do proceed, they will be successful and achieve or exceed targeted returns. In addition, while we contemplate acquiring hotels in our ~~TRSs as being excessive,~~target markets, we can provide no assurances that we will successfully identify appropriate acquisition opportunities that meet our investment criteria or that ~~a court would not uphold such challenge. In that event,~~ we could owe a tax of 100% on the amount of rents determined to be in excess of an arm's length rate. Imposition of a 100% excise tax could adversely affect our ability to service our indebtedness, including the Notes.

~~We lack control over the management and operations of our hotels~~. Because U.S. federal income tax laws restrict REITs and their subsidiaries from operating hotels, we do not manage our hotels. Instead, we are dependent on the ability of independent third-party managers to operate our hotels pursuant to management agreements. As a result, we are unable to directly implement strategic business decisions for the operation and marketing of our hotels, such as decisions with respect to the setting of room rates, the salary and benefits provided to hotel employees, the conduct of food and beverage operations and similar matters. While our taxable REIT subsidiaries monitor the third-party manager's performance, we have limited specific recourse under our management agreements if we believe the third-party managers are not performing adequately. Failure by our third-party managers to fully perform the duties agreed to in our management agreements could adversely affect our results of operations. In addition, our third-party managers or their affiliates manage hotels that compete with our hotels, which may result in conflicts of interest. As a result, our third-party managers may have in the past made, and may in the future make, decisions regarding competing lodging facilities that are not or would not be in our best interests.

Complying with FelCor's REIT requirements may cause us to forgo attractive opportunities that could otherwise generate strong risk-adjusted returns and instead pursue less attractive opportunities, or none at all.

To continue to qualify as a REIT for U.S. federal income tax purposes, FelCor must continually satisfy tests concerning, among other things, the sources of its income, the nature and diversification of its assets, the amounts it distributes to its stockholders and the ownership of its stock. Thus, compliance with FelCor's REIT requirements may hinder our ability to operate solely on the basis of generating strong risk-adjusted returns on invested capital for our unitholders.

~~Complying with FelCor's REIT requirements may force us to liquidate otherwise attractive investments, which could result in an overall loss on our investments.~~

To continue to qualify as a REIT, FelCor must also ensure that at the end of each calendar quarter at least 75% of the value of its assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of its investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of its assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of its total securities can be represented by securities of one or more TRSs. If FelCor fails to comply with these requirements at the end of any calendar quarter, it generally will be treated as meeting such requirements if it corrects such failure within 30 days after the end of the calendar quarter. If FelCor fails to correct any such failures within the foregoing 30 day period, it may nevertheless be able to preserve its REIT status by benefiting from certain statutory relief provisions. Except with respect to a de minimis failure of the 5% asset test or the 10% vote or value test, FelCor can maintain its REIT status only if the failure was due to reasonable cause and not to willful neglect. In that case, FelCor will be required to dispose of the assets causing the failure within six months after the last day of the quarter in which it identified the failure, and it will be required to pay an additional tax of the greater of $50,000 or the product of the highest applicable tax rate (currently 35%) multiplied by the net income generatedact on those ~~assets. As a result, we may be required~~opportunities and acquire hotels that will contribute to ~~liquidate otherwise attractive investments.~~

~~We own, and may acquire, interests in hotel joint ventures with third parties that expose us to some risk of additional liabilities or capital requirements.~~

We own, through our subsidiaries, interests in several real estate joint ventures with third parties. Joint ventures that are not consolidated into our financial statements owned real estate interests in a total of 13 hotels, in which we had an aggregate investment of $55.1 million at December 31, 2012. The lessee operations of 12 of these 13 hotels are included in our consolidated results of operations due to our majority ownership of those lessees. Our joint venture partners are affiliates of Hilton with respect to 11 hotels, and private entities or individuals (all of whom are unaffiliated with us) with respect to two hotels. The ventures and hotels were subject to $148.4 million of non-recourse mortgage loans at December 31, 2012.

~~The personal liability~~the long-term growth of our ~~subsidiaries under existing non-recourse loans secured by~~portfolio and deliver incremental stockholder value or that our assumptions about the hotels owned by our joint ventures is generally limited to the guaranty of the borrowing ventures' personal obligations to pay for the lender's losses caused by misconduct, fraud or misappropriation of funds by the ventures and other typical exceptions from the non-recourse covenants in the mortgages, such as those relating to environmental liability. We may invest in other ventures in the future that own hotels and have recourse or non-recourse debt financing. If a venture defaults under its mortgage loan, the lender may accelerate the loan and demand payment in full before taking action to foreclose on the hotel. As a partner or member in any of these ventures, our subsidiary may be exposed to liability for claims asserted against the venture, and the venture may not have sufficient assets or insurance to discharge the liability.

Our subsidiaries may be contractually or legally unable to control decisions unilaterally regarding these ventures and their hotels. In addition, the hotels in a joint venture may perform at levels below expectations, resulting in potential insolvency unless the joint venturers provide additional funds. In some ventures, the joint venturers may elect not to make additional capital contributions. We may be faced with the choice of losing our investment in a venture or investing additional capital in it with no guaranty of receiving a return on that investment.

~~FelCor's directors may have interests that may conflict with our interests.~~

A director of FelCor who has a conflict of interest with respect to an issue presented to FelCor's board will have no inherent legal obligation to abstain from voting upon that issue. FelCor does not have provisions in its bylaws or charter that requires an interested director to abstain from voting upon an issue, and it does not expect to add provisions in its charter and bylaws to this effect. Although each director of FelCor has a duty of loyalty to us, there is a risk that, should an interested director vote upon an issue in which a director or one of his or her affiliates has an interest, his or her vote may reflect a bias that could be contrary to our best interests. In addition, even if an interested director abstains from voting, that director's participation in the meeting and discussion of an issue in which they have, or companies with which he or she is associated have, an interest could influence the votes of other directors regarding the issue.

~~Departure of key personnel would deprive us of the institutional knowledge, expertise and leadership they provide.~~

FelCor's executive management team includes its President and Chief Executive Officer and four Executive Vice Presidents. In addition, FelCor has several other long-tenured senior officers. These executives and officers generally possess institutional knowledge about its organization and the hospitality or real estate industries, have significant expertise in their fields, and possess leadership skills that are important to its operations. The loss of any of its executives or other long-serving officers could adversely affect our ability to execute our business strategy.

~~Risks Related to the Exchange Notes, the Collateral and this Exchange Offer~~

~~If you do not properly tender your Initial Notes, you will continue to hold unregistered Initial Notes and your ability to transfer Initial Notes will be limited.~~

We will only issue Exchange Notes in exchange for Initial Notes that are timely received by the exchange agent. Therefore, you should allow sufficient time to ensure timely delivery of the Initial Notes and you should carefully follow the instructions on how to tender your Initial Notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the Initial Notes. If you do not tender your Initial Notes properly or if we do not accept your Initial Notes because you did not tender your Initial Notes properly, then, after we consummate the exchange offer, you may continue to hold Initial Notes that are subject to

the existing transfer restrictions. In addition, if you tender your Initial Notes for the purpose of participating in a distribution of the Exchange Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. If you are a broker-dealer that receives Exchange Notes for your own account in exchange for Initial Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such Exchange Notes. After the exchange offer is consummated, if you continue to hold any Initial Notes, you may have difficulty selling them because there may be only a small amount of Initial Notes outstanding.

~~The capital stock securing the Notes will automatically be released from the collateral to the extent the pledge of such collateral would require the filing of separate financial statements for any~~benefits of our ~~subsidiaries with the SEC.~~

~~The indenture governing the Notes~~target markets (growth rates and the collateral documents provides that, to the extent that any rule would, or is adopted, amended or interpreted which would, require the filing with the SEC (or any other governmental agency) of separate financial statements of any of our subsidiaries due to the fact that such subsidiary's capital stock or other securities secure the Notes, then such capital stock or other securitiespotential returns, among others) will automatically be deemed, for so long as such requirement would be in effect, not to be part of the collateral securing the Notes to the extent necessary to not be subject to such requirement. In such event, the collateral documents may be amended, without the consent of any holder of the Notes, to the extent necessary to evidence the absence of any liens on such capital stock or other securities. As a result, holders of the Exchange Notes could lose their security interest in such portion of the collateral if and for so long as any such rule is in effect. In addition, the absence of a lien on a portion of the capital stock of a subsidiary pursuant to this provision in certain circumstances could result in less than a majority of the capital stock of a subsidiary being pledged to secure the Notes, which could impair the ability of the collateral agent, acting on behalf of the holders of the Notes, to sell a controlling interest in such subsidiary or to otherwise realize value on its security interest in such subsidiary's stock or assets.

~~The collateral securing the Notes may be inadequate to satisfy payments on the Notes. We have not obtained an independent appraisal of the current market value of the hotels.~~

The Notes are secured by mortgaged interests in owned and leased real property and pledged equity interests in the owners of certain owned and/or leased real property described under “Description of the Notes -Security.” The value of the collateral will depend on market and economic conditions at the time, the availability of buyers and other factors beyond our control. There is currently no established trading market for any of the other pledged subsidiaries. The existence of any permitted liens could adversely affect the value of the Notes collateral as well as the ability of the collateral agent for the Notes to realize or foreclose on such collateral. The Notes collateral that will secure the Notes may also secure future indebtedness and other obligations of the Company and the guarantors to the extent permitted by the indenture and the security documents. The proceeds of any sale of the collateral following a default by us may not be sufficient to satisfy the amounts due on the Notes. No appraisal of the fair market value of the collateral has been prepared in connection with this exchange offer and we therefore cannot assure you that the value of the noteholders' interest in the collateral equals or exceeds the principal amount of the Notes. If the value of the collateral is less than the principal amount of the Notes, then in the event of a bankruptcy, you will have only an unsecured claim against FelCor LP, FelCor and the subsidiary guarantors to the extent of such shortfall. See “-The value of the collateral securing the Notes may not be sufficient to secure post-petition interest.”

~~It may be difficult to realize the value of the collateral pledged to secure the Notes.~~

The Notes are secured by mortgaged interests in owned and leased real property and pledged equity interests in the owners of certain owned and/or leased real property described in detail in “Description of the Notes and Guarantees-Security.” The trustee's ability to foreclose on the collateral on your behalf may be subject to perfection, the consent of third parties, priority issues, state law requirements and practical problems associated with the realization of the collateral agent's security interest or lien in the collateral, including cure rights, foreclosing on the collateral within the time periods permitted by third parties or prescribed by laws, statutory rights of redemption, and the effect of the order of foreclosure. We cannot assure you that the consents of any third parties and approvals by governmental entities will be given when required to facilitate a foreclosure on such assets. Moreover, certain permits and licenses that are required to operate the hotels, like liquor licenses, may not be transferable under local law. Accordingly, the collateral agent may not have the ability to foreclose upon the hotels or assume or transfer the

right to operate the hotels. We cannot assure you that foreclosure on the collateral will be sufficient to acquire all hotel assets and the benefit of the various third party agreements necessary for operations or to make all payments on the Notes.

Portions of the land underlying our current or future collateral hotels may be owned by an unaffiliated third party, and in that case termination of the ground lease by the lessor could cause us to lose the ability to operate a collateral hotel and incur substantial related costs.

Although our collateral hotels generally are not subject to ground leases with unaffiliated third parties (other than the land underlying a parking area of the Sheraton Burlington Hotel and Conference Center) future collateral hotels may be subject to such ground leases for that event, termination of the ground lease by the lessor could cause us to lose the ability to operate a hotel and incur substantial related costs. Additionally, we may be restricted in our ability in the future to sell or otherwise transfer our leasehold interest, to release any contractual landlord's lien with respect to personal property at the hotel, to cure lessor defaults, to obligate the lessor to allow the trustee or collateral agent to cure defaults or enter into a new lease with the trustee or collateral agent in the event of a foreclosure or a rejection of the lease in bankruptcy.

If we prepay or redeem a portion of the Notes or the principal amount of the Notes outstanding is otherwise reduced so that the aggregate principal amount of Notes outstanding is reduced by more than 20%, upon satisfaction of certain conditions, we will have the right to cause the trustee to release a portion of the collateral securing the Notes. Consequently, the holders of the Notes will not have the benefit of a security interest in the released collateral with respect to the remaining outstanding principal amount of Notes. See “Description of the Notes and Guarantees-Covenants-Partial Collateral Release.”

~~Transferability of franchise license and management agreements and termination of such agreements may be prohibited or restricted.~~

Hotel managers and franchise licensors may have the right to terminate their agreements or suspend their services in the event of default under such agreements or other third party agreements such as ground leases and mortgages, upon the loss of liquor licenses, or in the event of the sale or transfer of the hotel. Franchise license agreements may expire by their terms prior to the maturity of the Notes, and we may not be able to obtain replacement franchise license agreements. A franchise licensor's consent may be required for the continued use of the brand license following foreclosure and, conversely, the collateral agent may be restricted from replacing the franchise licensor following foreclosure. In the event of foreclosure, if the succeeding owner is unable to assume or obtain certain operating, liquor or other licenses, such failure can constitute a material default under the management or franchise license agreements.

The sale of a hotel, replacement of the brand, or material default under a management or franchise license agreement may give rise to payment of liquidated damages or termination fees that may be guaranteed by us or certain of our subsidiaries. The loss of a manager or franchise license could have a material impact on the operations and value of a hotel because of the loss of associated name recognition, marketing support and centralized reservation systems provided by the franchise licensor or operations management provided by the manager. Most of our management agreements restrict our ability to encumber our interests in the applicable hotels under certain circumstances, which include the mortgages contemplated by the indenture governing the Notes, without the managers' consent.prove correct. If we are unable to ~~obtain such consent, which~~execute our plans, we ~~may not know prior to the issue of the Exchange Notes, we will be unable to secure the Notes with liens against the hotel for which the consent is not obtained.~~

~~State law may limit the ability of the collateral agent, trustee and the holders of the Notes to foreclose on the real property and improvements and leasehold interests included in the collateral.~~

The Notes will be secured by, among other things, liens on real property or leasehold interests in real property and improvements located in the states of California, Florida, Georgia, Louisiana, Massachusetts, Pennsylvania, South Carolina, Texas and Vermont, where the collateral hotels are located. The laws of those states may limit the ability of the trustee and the holders of the Notes to foreclose on the improved real property collateral located in those states and provinces. Laws of those states govern the perfection, enforceability and foreclosure of mortgage liens against real property interests that secure debt obligations such as the Notes. These laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even if it is has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws may also impose security first and one form of action rules (such as California), which can affect the ability to foreclose or the timing of foreclosure on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

The holders of the Notes and the trustee also may be limited in their ability to enforce a breach of the “no liens” and “no transfers or assignments” covenants. Some decisions of state courts, including California's, have placed limits on a lender's ability to prohibit and to accelerate debt secured by real property upon breach of covenants prohibiting sales or assignments or the creation of certain junior liens or leasehold estates, and the lender may need to demonstrate that enforcement of such covenants is reasonably necessary to protect against impairment of the lender's security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the trustee and the holders of the Notes from declaring a default and accelerating the Notes by reason of a breach of this covenant, which could have a material adverse effect on the ability of holders to enforce the covenant.

~~Your interest in the collateral may be adversely affected by the failure to record and/or perfect security interests in certain collateral.~~

The security interests in the collateral securing the Notes include a pledge of certain equity interests and a pledge or security interest in, or lien on, assets, whether now owned or acquired or arising in the future. The mortgages with respect to the hotels to be pledged as collateral securing the Notes include a grant of a security interest in certain assets constituting personal property related to the operation and ownership of such hotels, but do not include a security interest in any personal property that requires perfection other than by the filing of a financing statement. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. As a result and even though it may constitute an event of default under the indenture governing the Notes, a third party creditor of us or our subsidiaries could gain priority over the lien of one or more of the mortgages or deeds of trust secured by the hotels through the recordation of an intervening lien or liens. Although the indenture governing the Notes contains customary further assurances and covenants, neither the collateral agent nor the trustee under the indenture governing the Notes will monitor the future acquisition of property and rights that constitute the collateral, or take any action to perfect the security interest in such acquired collateral.

~~The collateral agent or the trustee under the indenture~~ may be unable to ~~foreclose on~~realize the ~~collateral,~~growth underlying our strategy, and our future business operations or ~~exercise associated rights, and pay you any amount due on the Notes.~~

Under the indenture governing the Notes, if an event of default occurs, including defaults in payment of interest or principal on the Notes when due at maturity or otherwise, the trustee may accelerate the Notes and, among other things, the collateral agent appointed under the indenture may initiate proceedings to foreclose on the collateral securing the Notes and exercise associated rights. The right of the collateral agent to repossess and dispose of the collateral after the occurrence of an event of default is likely to be significantly impaired or, at a minimum, delayed by applicable U.S. bankruptcy laws if a bankruptcy proceeding were to be commenced involving FelCor, FelCor LP or any subsidiary guarantor prior to the trustee's disposition of the collateral. For example, under applicable U.S. bankruptcy laws, a secured creditor is prohibited from repossessing and selling its collateral from a

debtor in a bankruptcy case without bankruptcy court approval. Under any of these circumstances, you may not be fully compensated for your investment in the Notes in the event of a default by FelCor LP.

~~The courts could cancel the Notes or a guarantee under fraudulent conveyance laws or certain other circumstances.~~

~~Under U.S. bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee of the Notes~~financial performance could be voided, or claims on a guarantee of the Notes could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee: (1) received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and (2) either: (a) was insolvent or rendered insolvent by reason of such incurrence; (b) was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or (c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

If such circumstances were found to exist, or if a court were to find that the guarantee were issued with actual intent to hinder, delay or defraud creditors, the court could void the guarantees or cause any payment by that guarantor pursuant to its guarantee to be voided and returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. In such event, the Notes would be structurally subordinated to the indebtedness and other liabilities of such subsidiary. In addition, the loss of a guarantee (other than in accordance with the terms of the indenture) will constitute a default under the indenture, which default could cause all Notes to become immediately due and payable. Sufficient funds to repay the Notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor.

In addition, our obligations under the Notes may be subject to review under the same laws in the event of our bankruptcy or other financial difficulty. In that event, if a court were to find that when we issued the Notes the factors in clauses (1) and ( 2) above applied to us, or that the Notes were issued with actual intent to hinder, delay or defraud creditors, the court could void our obligations under the Notes, or direct the return of any amounts paid thereunder to us or to a fund for the benefit of our creditors.

In addition, a court may find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the Notes or the guarantees, respectively, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the Notes. If a court were to void the issuance of the Notes or the guarantees, you may no longer have a claim against us or the guarantors.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, the operating partnership or a guarantor would be considered insolvent if: (i) the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or (ii) the present fair value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or (iii) it could not pay its debts as they become due.

Each subsidiary guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law, or may reduce that guarantor's obligation to an amount that effectively makes such guarantee worthless.

Finally, as a court of equity, a bankruptcy court may subordinate the claims in respect of the Notes to other claims against us under the principle of equitable subordination, if the court determines that: (i) the holder of the Notes engaged in some type of inequitable conduct; (ii) such inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holder of the Notes; and (iii) equitable subordination is not inconsistent with federal bankruptcy laws.

~~We can offer no assurance as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.~~

~~The value of the collateral securing the Notes may not be sufficient to secure post-petition interest.~~

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, holders of the Notes will only be entitled to post-petition interest, fees, costs or charges under U.S. bankruptcy laws to the extent that the value of their security interest in the collateral is greater than the amount of their pre-bankruptcy claim. Holders of the Notes that have a security interest in collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest under U.S. bankruptcy laws. No appraisal of the fair market value of the collateral was prepared in connection with the offering of the Notes and we therefore cannot assure you that the value of the noteholders' interest in the collateral equals or exceeds the principal amount of the Notes. If the value of the collateral is less than the principal amount of the Notes, then in the event of a bankruptcy, you will have only an unsecured claim against FelCor LP, FelCor and the subsidiary guarantors to the extent of such shortfall. See “-The collateral securing the Notes may be inadequate to satisfy payments on the Notes” and “Description of the Notes and Guarantees.”

~~We may not have the funds necessary to finance a repurchase required by the indenture in the event of a change of control.~~

Upon the occurrence of a “change of control” as defined under “Description of the Notes and Guarantees,” holders of Notes will have the right to require us to repurchase their Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. We may not have sufficient financial resources or the ability to arrange financing to pay the repurchase price for all Notes delivered by holders seeking to exercise their repurchase rights, particularly as that change of control may trigger a similar repurchase requirement for, or result in an event of default under or the acceleration of, other indebtedness. In addition, it is possible that restrictions in our other indebtedness will not allow such repurchases. Any failure by us to repurchase the Notes upon a change of control would result in an event of default under the indenture and may also constitute a cross-default on other indebtedness existing at that time.

~~No active public trading market will exist for the Exchange Notes, which could limit your ability to sell the Exchange Notes.~~

The Exchange Notes will be a new issue of securities for which there is currently no market. We do not intend to list the Exchange Notes on any securities exchange. We cannot assure you that an active trading market for the Exchange Notes will exist. The initial purchasers have advised us that they intend to make a market in the Exchange Notes after this exchange offer is completed. However, they are not obligated to do so and may discontinue market-making at any time without notice.

~~The liquidity of any market for the Exchange Notes will depend upon various factors, including:~~


▪	~~the number of holders of the Exchange Notes;~~


▪	~~the interest of securities dealers in making a market for the Exchange Notes;~~


▪	~~the overall market for high yield securities;~~


▪	~~our financial performance and prospects; and~~


▪	~~the prospects for companies in our industry generally.~~

Accordingly, we cannot assure you that an active trading market will develop for the Exchange Notes. If the Exchange Notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates and other factors including those listed above.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Exchange Notes. Any market for the Exchange Notes may be subject to similar disruptions. Any such disruptions may adversely ~~affect you as a holder of the Exchange Notes.~~

~~Our debt agreements will allow us to incur additional debt that, if incurred, could exacerbate the other risks described herein.~~

The indenture governing the Notes and other instruments governing our indebtedness permit us to incur substantial debt in the future, including additional secured debt, including debt equally and ratably with the same assets pledged for the benefit of the holders of the Notes so long as “Additional Pari Passu Collateral” (i.e. collateral of equal or greater value than the principal amount of such additional secured debt) is delivered as collateral for the benefit of the holders of the Notes and such additional debt. Similar risks, and perhaps others, that may impact the value of the collateral contemplated by the offering of the Notes would likely impact the value of such Additional Pari Passu Collateral. With respect to the collateral contemplated by the offering of the Notes and any Additional Pari Passu Collateral, the right to take actions with respect thereto pursuant to the intercreditor agreement resides with the authorized representative of the holders of the largest outstanding principal amount of indebtedness secured by such collateral and Additional Pari Passu Collateral. If we issue additional pari passu indebtedness in the future in a greater principal amount than the Notes offered hereby, then the authorized representative for that debt would be able to exercise rights under the intercreditor agreement, rather than the authorized representative for the Notes.

~~If we add any incremental debt, the leverage related risk described above would intensify.~~

~~The Notes are effectively junior to certain of our and our subsidiaries' existing debt.~~

The Notes are secured by a pledge of mortgaged interests in owned and leased real property and pledged equity interests in the owners of certain owned and/or leased real property described in the detail in “Description of the Notes and Guarantees-Security” and rank equally, as to right to payment, with our existing and future senior debt, including our 10% Notes and the Line of Credit Facility. The Notes are effectively subordinated to all of our debt, and our consolidated subsidiaries' debt, to the extent that debt is secured by any assets or property other than the collateral securing the Notes and to all other debt of our non-guarantor subsidiaries. As of December 31, 2012, we and our consolidated subsidiaries had approximately $1.6 billion of secured indebtedness, of which approximately $357 million was secured indebtedness and other liabilities of our non-guarantor subsidiaries, all of which were secured by assets other than the collateral, and is effectively senior to the Notes and the subsidiary guarantees. The 10% Notes, the 6.75% Notes and the Line of Credit Facility all have separate collateral and, to the extent of the value of such collateral, are effectively senior to the Notes.

~~At December 31, 2012, we had no other unsecured debt other than trade payables and intercompany loans.~~affected.

USE OF PROCEEDS

~~This exchange offer~~The Exchange Offer is intended to satisfy ~~certain of~~ our obligations under the registration rights ~~agreement between us and the initial purchasers of the Initial Notes.~~agreement. We will not receive any cash proceeds from the issuance of the Exchange ~~Notes.~~Notes pursuant to the Exchange Offer. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive ~~in exchange Initial Notes in~~a like principal amount of the Original Notes, the terms of which are ~~the same~~identical in all material respects ~~as the form and terms of~~to the Exchange Notes, except ~~that~~as otherwise noted in this prospectus. We will retire and cancel all of the Original Notes tendered in the Exchange ~~Notes have been registered under~~Offer. Accordingly, the Securities Act and will not contain terms restricting the transfer thereof or providing for registration rights. The Initial Notes surrendered in exchange for the Exchange Notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the Exchange Notes will not ~~increase~~result in any change in our ~~indebtedness.~~

~~We received net proceeds of approximately $516 million from the sale of the Initial Notes. We used a portion of the proceeds to repay the~~ outstanding principal amount of a mortgage loan and to fund the redemption of a portion of our 10% Notes. We used the balance of the net proceeds to repay a portion of the balance on our Line of Credit Facility and to pay prepayment costs and other expenses.

indebtedness or capitalization.

RATIO OF EARNINGS TO FIXED CHARGES

~~THE EXCHANGE OFFER~~

~~Purpose and Effect of this Exchange Offer~~

~~In connection with~~The following summary is qualified by the ~~issuance of~~more detailed information appearing in the ~~Initial Notes, we entered into a registration rights agreement that provides for this exchange offer. The registration statement of which this prospectus forms a part was filed~~computation table found in ~~compliance with the obligations under the registration rights agreement. A copy of the registration rights agreement relating to the Initial Notes is filed as an exhibit~~Exhibit 12.1 to the registration statement of which this prospectus is a ~~part. Under the registration rights agreement relating to the Initial Notes we agreed that we would, subject to certain exceptions:~~

▪

use commercially reasonable efforts to file and consummate, at our cost, within 180 days after the issue date of the Initial Notes, a registration statement with the SEC, with respect to a registered offer to exchange such Initial Notes for the Exchange Notes having terms substantially identical in all material respects to the Initial Notes, including the guarantee by FelCor and our subsidiary guarantors (except that the Exchange Notes will not contain transfer restrictions);


▪	~~allow the exchange offer to remain open for at least 20 business days after the date notice of the exchange offer is mailed to the holders;~~

▪

in the event that applicable interpretations of the SEC staff do not permit FelCor LP and FelCor to effect the exchange offer, or under certain other circumstances, at our cost, use our best efforts to cause a shelf registration statement with respect to resales of the Initial Notes to become effective and to keep such shelf registration statement effective until the one year anniversary thereof or an earlier date when all of the Initial Notes have been sold under the shelf registration statement;


▪	in the event of a shelf registration, provide each holder copies of the prospectus, notify each holder when the shelf registration statement for the Initial Notes has become effective, and take other actions that are required to permit resales of the Initial Notes;


▪	~~accept for exchange the Initial Notes, or portions thereof, tendered and not validly withdrawn pursuant to the exchange offer;~~


▪	deliver, or cause to be delivered, to the trustee for cancellation all Initial Notes, or portions thereof, so accepted for exchange by us and issue, and cause the trustee to promptly authenticate and mail to each holder, an Exchange Note equal in principal amount to the principal amount of the Initial Notes surrendered by such holder;


▪	prepare and file with the SEC such amendments and post-effective amendments to each registration statement as may be necessary to keep such registration statement effective for the applicable period and cause each prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act;


▪	to keep each prospectus current during the period described under Section 4(3) and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Initial Notes or Exchanges Notes; and


▪	use commercially reasonable efforts to cause the Exchange Notes to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the Securities Act).

For each Initial Note tendered to us pursuant to the exchange offer, we will issue to the holder of such Initial Note an Exchange Note having a principal amount equal to that of the surrendered Initial Note.

Under existing SEC interpretations, the Exchange Notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the Exchange Notes represents to us in the exchange offer that it is acquiring the Exchange Notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes and that it is not an affiliate of ours, as such terms are interpreted by the SEC; provided, however,

that broker-dealers receiving the Exchange Notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such Exchange Notes. The SEC has taken the position that such participating broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes (other than a resale of an unsold allotment from the original sale of the Initial Notes) with this prospectus contained in the registration statement. Each broker-dealer that receives the Exchange Notes for its own account in exchange for the Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

A holder of Initial Notes (other than certain specified holders) who wishes to exchange the Initial Notes for the Exchange Notes in the exchange offer will be required to represent that any Exchange Notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and that it is not an “affiliate” of ours, as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

If the exchange offer is not consummated or a shelf registration statement is not declared effective by the SEC on or prior to 180 days after the issue date of the Initial Notes, the annual interest rate borne by the Initial Notes will be increased by 0.5% until the exchange offer is consummated or the SEC declares the shelf registration statement effective.

~~Background of the Exchange Offer~~

~~We issued $525,000,000 aggregate principal amount of the Initial Notes. The terms of the Exchange Notes~~part and the ~~Initial Notes will be identical in all material respects,~~historical financial statements, including the ~~guarantee~~notes to those financial statements, incorporated by FelCor and our subsidiary guarantors, except for transfer restrictions and registration rights that will not apply to the Exchange Notes. Interest will be payable on the Exchange Notes on March 1 and September 1 of each year, beginning on March 1, 2013. The Exchange Notes will mature on March 1, 2023.

~~In order to exchange your Initial Notes for the Exchange Notes containing no transfer restrictions in the exchange offer, you will be required to make the following representations:~~


▪	~~the Exchange Notes will be acquired in the ordinary course of your business;~~


▪	~~you have no arrangements with any person to participate in the distribution of the Exchange Notes;~~


▪	you are not our “affiliate” as defined in Rule 405 of the Securities Act, or if you are an affiliate of ours, you will comply with the applicable registration and prospectus delivery requirements of the Securities Act; and


▪	~~you are not engaged in and do not intend to engage in a distribution of the Exchange Notes.~~

~~Upon the terms and subject to the conditions set forth~~reference in this prospectus and in the related letter of transmittal, we will accept for exchange any Initial Notes properly tendered and not validly withdrawn in the exchange offer, and the exchange agent will deliver the Exchange Notes promptly after the expiration date of the exchange offer. We expressly reserve the right to delay acceptance of any of the tendered Initial Notes or terminate the exchange offer and not accept for exchange any tendered Initial Notes not already accepted if any conditions set forth under “-Conditions to the Exchange Offer” have not been satisfied or waived by us or do not comply, in whole or in part, with any applicable law.

If you tender your Initial Notes, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the Initial Notes.

~~Expiration Date; Extensions; Termination; Amendments~~

The exchange offer will expire at 5:00 p.m., New York City time, on _________________, 2013, unless we extend it. We expressly reserve the right to extend the exchange offer on a daily basis or for such period or periods as we may determine in our sole discretion from time to time by giving oral notice, confirmed in writing, or written notice to the exchange agent and by making a public announcement by press release to Businesswire prior to 9:00

a.m., New York City time, on the first business day following the previously scheduled expiration date. During any extension of the exchange offer, all Initial Notes previously tendered, not validly withdrawn and not accepted for exchange will remain subject to the exchange offer and may be accepted for exchange by us.

~~To the extent we are legally permitted to do so, we expressly reserve the absolute right, in our sole discretion, but are not required, to:~~


▪	~~waive any condition of the exchange offer; and~~


▪	~~amend any terms of the exchange offer.~~

Any waiver or amendment to the exchange offer will apply to all Initial Notes tendered, regardless of when or in what order the Initial Notes were tendered. If we make a material change in the terms of the exchange offer or if we waive a material condition of the exchange offer, we will disseminate additional exchange offer materials, and we will extend the exchange offer to the extent required by law.

We expressly reserve the right, in our sole discretion, to terminate the exchange offer if any of the conditions set forth under “-Conditions to the Exchange Offer” exist. Any such termination will be followed promptly by a public announcement. In the event we terminate the exchange offer, we will give immediate notice to the exchange agent, and all Initial Notes previously tendered and not accepted for exchange will be returned promptly to the tendering holders.

In the event that the exchange offer is withdrawn or otherwise not completed, the Exchange Notes will not be given to holders of Initial Notes who have validly tendered their Initial Notes. We will return any Initial Notes that have been tendered for exchange but that are not exchanged for any reason to their holder without cost to the holder, or, in the case of the Initial Notes tendered by book-entry transfer into the exchange agent's account at a book-entry transfer facility under the procedure set forth under “-Procedures for Tendering Initial Notes” and “‑Book-Entry Transfer,” such Initial Notes will be credited to the account maintained at such book-entry transfer facility from which such Initial Notes were delivered.

~~Resale of the Exchange Notes~~

Based on interpretations of the SEC set forth in no-action letters issued to third parties, we believe that the Exchange Notes issued under the exchange offer in exchange for the Initial Notes may be offered for resale, resold, and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if:


▪	~~you are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;~~


▪	~~you are acquiring the Exchange Notes in the ordinary course of business; and~~


▪	~~you do not intend to participate in the distribution of the Exchange Notes.~~

~~If you tender Initial Notes in the exchange offer with the intention of participating in any manner in a distribution of the Exchange Notes:~~


▪	~~you cannot rely on those interpretations of the SEC; and~~


▪	you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, and the secondary resale transaction must be covered.

Unless an exemption from registration is otherwise available, any security holder intending to distribute the Exchange Notes should be covered by an effective registration statement under the Securities Act containing the selling security holder's information required by Item 507 of Regulation S-K. This prospectus may be used for an offer to resell, a resale or other re-transfer of the Exchange Notes only as specifically set forth in the section captioned “Plan of Distribution.” Only broker-dealers that acquired the Exchange Notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives the Exchange Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by

such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of the Exchange Notes.

~~Acceptance of Initial Notes for Exchange~~

~~We will accept for exchange Initial Notes validly tendered pursuant to the exchange offer, or defectively tendered, if such defect has been waived by us, after the later of:~~


▪	~~the expiration date of the exchange offer; and~~


▪	~~the satisfaction or waiver of the conditions specified below under “-Conditions to the Exchange Offer.”~~

Except as specified above, we will not accept Initial Notes for exchange subsequent to the expiration date of the exchange offer. Tenders of Initial Notes will be accepted only in aggregate principal amounts equal to $1,000 or integral multiples thereof.

~~We expressly reserve the right, in our sole discretion, to:~~


▪	delay acceptance for exchange of Initial Notes tendered under the exchange offer, subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders promptly after the termination or withdrawal of a tender offer; or


▪	terminate the exchange offer and not accept for exchange any Initial Notes, if any of the conditions set forth below under “-Conditions to the Exchange Offer” have not been satisfied or waived by us or in order to comply in whole or in part with any applicable law.

In all cases, the Exchange Notes will be issued only after timely receipt by the exchange agent of certificates representing Initial Notes, or confirmation of book-entry transfer, a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and any other required documents. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered Initial Notes, or defectively tendered Initial Notes with respect to which we have waived such defect, if, as and when we give oral, confirmed in writing, or written notice to the exchange agent. Promptly after the expiration date, we will deposit the Exchange Notes with the exchange agent, who will act as agent for the tendering holders for the purpose of receiving the Exchange Notes and transmitting them to the holders. The exchange agent will deliver the Exchange Notes to holders of Initial Notes accepted for exchange after the exchange agent receives the Exchange Notes.

If, for any reason, we delay acceptance for exchange of validly tendered Initial Notes or we are unable to accept for exchange validly tendered Initial Notes, then the exchange agent may, nevertheless, on its behalf, retain tendered Initial Notes, without prejudice to our rights described in this prospectus under the captions “-Expiration Date; Extensions; Termination; Amendments,” “-Conditions to the Exchange Offer” and “-Withdrawal of Tenders,” subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer.

If any tendered Initial Notes are not accepted for exchange for any reason, or if certificates are submitted evidencing more Initial Notes than those that are tendered, certificates evidencing Initial Notes that are not exchanged will be returned, without expense, to the tendering holder, or, in the case of the Initial Notes tendered by book-entry transfer into the exchange agent's account at a book-entry transfer facility under the procedure set forth under “-Procedures for Tendering Initial Notes” and “-Book-Entry Transfer,” such Initial Notes will be credited to the account maintained at such book-entry transfer facility from which such Initial Notes were delivered.

Tendering holders of Initial Notes exchanged in the exchange offer will not be obligated to pay brokerage commissions or transfer taxes with respect to the exchange of their Initial Notes other than as described under the caption “-Transfer Taxes” or as set forth in the letter of transmittal. We will pay all other charges and expenses in connection with the exchange offer.

~~Procedures for Tendering Initial Notes~~

The exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their Initial Notes to the exchange agent in accordance with ATOP procedures for such a transfer.

If you are a DTC participant that has Initial Notes credited to your DTC account also by book-entry and that are held of record by DTC's nominee, you may tender your Initial Notes by book-entry transfer as if you were the record holder. Because of this, references herein to registered or record holders include DTC participants with Initial Notes credited to their accounts. If you are not a DTC participant, you may tender Initial Notes by book-entry transfer by contacting your broker or opening an account with a DTC participant.

A holder who wishes to tender Initial Notes in the exchange offer must cause to be transmitted to the exchange agent an agent's message, which agent's message must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. In addition, the exchange agent must receive a timely confirmation of book-entry transfer of the Initial Notes into the exchange agent's account at DTC through ATOP under the procedure for book-entry transfers described herein along with a properly transmitted agent's message, on or before the expiration date. There is no procedure for guaranteed late delivery of Initial Notes.

The term “agent's message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that the participant has received and agrees to be bound by the terms and subject to the conditions set forth in this prospectus and that we may enforce the agreement against the participant. To receive confirmation of valid tender of Initial Notes, a holder should contact the exchange agent at the telephone number listed under “-Exchange Agent.”

The tender by a holder that is not withdrawn before the expiration date will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus. Only a registered holder of Initial Notes may tender the Initial Notes in the exchange offer. If you wish to tender Initial Notes that are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee, you should promptly instruct the registered holder to tender on your behalf.

All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Initial Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Initial Notes not properly tendered or any Initial Notes our acceptance of which would, in the opinion of counsel for us, be unlawful. We also reserve the right to waive any defects, irregularities, or conditions of tender as to particular Initial Notes. However, to the extent we waive any conditions of tender with respect to one tender of Initial Notes, we will waive that condition for all tenders as well. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Initial Notes must be cured within the time period we determine. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your Initial Notes. Tenders of Initial Notes involving any defects or irregularities will not be deemed to have been made until the defects or irregularities have been cured or waived. Any Initial Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived within the time period we determine will be returned by the exchange agent to the DTC participant who delivered such Initial Notes by crediting an account maintained at DTC designated by such DTC participant promptly after the expiration date of the exchange offer or the withdrawal or termination of the exchange offer.

In addition, we reserve the right, in our sole discretion, to purchase or make offers to purchase any Initial Notes that remain outstanding after the expiration date or, as set forth under “-Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase Initial Notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

By tendering Initial Notes in the exchange offer, you represent to us that, among other things: (i) the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the person or entity receiving the new notes, whether or not such person or entity is the registered holder, (ii) neither you nor any person or entity receiving the related new notes is engaging in, or intends to engage in, a distribution of the new notes, (iii) neither you nor any person receiving the related new notes has an arrangement or understanding with any person or entity to participate in the distribution of the new notes, (iv) neither you nor any person or entity receiving the related new notes is an “affiliate,” as defined under Rule 405 of the Securities Act, of FelCor, FelCor LP, or any of the subsidiary guarantors, and (v) you are not acting on behalf of any person or entity who could not truthfully make these statements.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. See “Plan of Distribution.”

~~Book-Entry Transfer~~

The exchange agent will establish an account with respect to the Initial Notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Holders must tender their Initial Notes by book-entry transfer to the exchange agent's account at DTC through ATOP by transmitting their acceptance to DTC in accordance with DTC's ATOP procedures. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent's account at DTC and send an agent's message to the exchange agent. Delivery of the agent's message by DTC to the exchange agent will satisfy the terms of the exchange offer in lieu of execution and delivery of a letter of transmittal by the participant identified in the agent's message. Accordingly, a letter of transmittal need not be completed by a holder tendering through ATOP.

~~In all cases, we will issue Exchange Notes for Initial Notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:~~


▪	~~timely confirmation of book-entry transfer of your Initial Notes into the exchange agent's account at DTC; and~~


▪	~~a properly transmitted agent's message.~~

~~If we do not accept any tendered Initial Notes for any reason set forth in the terms of the exchange offer, we will credit the non-exchanged Initial Notes to your account maintained with DTC.~~

~~Withdrawal of Tenders~~

~~Except as otherwise provided in this prospectus, you may withdraw your tender of Initial Notes at any time prior to the expiration date of the exchange offer.~~

~~For a withdrawal to be effective:~~


▪	~~the exchange agent must receive a written notice of withdrawal at the address set forth below under “-Exchange Agent”; or~~


▪	~~you must comply with the appropriate procedures of DTC's automated tender offer program system.~~

~~Any notice of withdrawal must:~~


▪	~~specify the name of the person who tendered the Initial Notes to be withdrawn; and~~


▪	~~identify the Initial Notes to be withdrawn, including the principal amount of the Initial Notes to be withdrawn.~~

~~If certificates for the Initial Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, the withdrawing holder must also submit:~~


▪	~~the serial numbers of the particular certificates to be withdrawn; and~~


▪	~~a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless the withdrawing holder is an eligible institution.~~

If the Initial Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of DTC.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal, and our determination shall be final and binding on all parties. We will deem any Initial Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

We will return any Initial Notes that have been tendered for exchange but that are not exchanged for any reason to their holder without cost to the holder. In the case of Initial Notes tendered by book-entry transfer into the exchange agent's account at DTC, according to the procedures described above, those Initial Notes will be credited to an account maintained with DTC for the Initial Notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may re-tender properly withdrawn Initial Notes by following one of the procedures described under “-Procedures for Tendering Initial Notes” at any time on or prior to the expiration date of the exchange offer.

~~Absence of Dissenters' Rights of Appraisal~~

~~You do not have dissenters' rights of appraisal with respect to the exchange offer.~~

~~Conditions to the Exchange Offer~~

The exchange offer is subject to the condition that the registration statement, of which this prospectus forms a part, shall have become effective. Despite any other term of the exchange offer, we will not be required to accept for exchange any Initial Notes and we may terminate or amend the exchange offer as provided in this prospectus before accepting any Initial Notes for exchange if in our reasonable judgment:


▪	the Exchange Notes to be received will not be tradable by the holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;


▪	~~the exchange offer, or the making of any exchange by a holder of Initial Notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or~~


▪	any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that would reasonably be expected to impair our ability to proceed with the exchange offer.

~~We will not be obligated to accept for exchange the Initial Notes of any holder that has not made to us:~~


▪	~~the representations described under the captions “-Procedures for Tendering Initial Notes” and “Plan of Distribution”; and~~


▪	any other representations that may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the Exchange Notes under the Securities Act.

We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any Initial Notes by giving oral or written notice of an extension to their holders. During an extension, all Initial Notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any Initial Notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any Initial Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. By public announcement we will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the Initial Notes as promptly as practicable. If we amend the exchange offer in a manner that we consider material, we will disclose the amendment in the manner required by applicable law.

These conditions are solely for our benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of that right. Each of these rights will be deemed an ongoing right that we may assert at any time or at various times.

We will not accept for exchange any Initial Notes tendered, and will not issue the Exchange Notes in exchange for any Initial Notes, if at any time a stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

~~Transfer Taxes~~

We will pay all transfer taxes, if any, applicable to the transfer and exchange of Initial Notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the record holder or any other person, if:


▪	~~delivery of the Exchange Notes, or certificates for Initial Notes for principal amounts not exchanged, are to be made to any person other than the record holder of the Initial Notes tendered;~~


▪	~~tendered certificates for Initial Notes are recorded in the name of any person other than the person signing any letter of transmittal;~~


▪	~~a transfer tax is imposed pursuant to a shelf registration statement; or~~


▪	~~a transfer tax is imposed for any reason other than the transfer and exchange of Initial Notes under the exchange offer.~~

~~Accounting Treatment~~

The Exchange Notes will be recorded at the same carrying value as the Initial Notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss will be recognized by us for accounting purposes. The expenses related to the exchange offer and the unamortized debt issue costs related to the issuance of the Initial Notes will be amortized over the remaining term of the Exchange Notes.

~~Consequences of Failure to Exchange~~

~~If you do not exchange your Initial Notes for the Exchange Notes in the exchange offer, you will remain subject to restrictions on transfer of the Initial Notes:~~


▪	as set forth in the legend printed on the Initial Notes as a consequence of the issuance of the Initial Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and


▪	~~as otherwise set forth in the prospectus distributed in connection with the private offering of each of the Initial Notes.~~

In general, you may not offer or sell the Initial Notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements relating to the Initial Notes, we do not intend to register resales of the Initial Notes under the Securities Act. Based on interpretations of the SEC, you may offer for resale, resell or otherwise transfer the Exchange Notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:


▪	~~you are not an “affiliate” within the meaning of Rule 405 under the Securities Act;~~


▪	~~you acquired the Exchange Notes in the ordinary course of your business; and~~


▪	~~you have no arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired in the exchange offer.~~

~~If you tender Initial Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes:~~


▪	~~you cannot rely on the applicable interpretations of the SEC; and~~


▪	you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act.

~~Exchange Agent~~

U.S. Bank National Association is the exchange agent. You should direct any questions and requests for assistance and requests for additional copies of this prospectus to the exchange agent as follows:

~~U.S. Bank National Association~~

~~60 Livingston Avenue~~

~~St. Paul, MN 55107~~

~~Attn: Specialized Finance~~

~~Telephone: (800) 934-6802~~

~~Facsimile: (651) 466-7372~~

~~Other~~

Participation in the exchange offer is voluntary, and you should carefully consider whether to exchange the Initial Notes for the Exchange Notes. We urge you to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered Initial Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise, on terms that may differ from the terms of this exchange offer. We have no present plans to acquire any Initial Notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered Initial Notes.

~~CAPITALIZATION~~

The following table sets forth ~~(1)~~ our ~~cash~~earnings to fixed charges and cash equivalents and (2) our capitalization at December 31, 2012, and reflects our results of operations through December 31, 2012 including: (i) repayment of a mortgage loan ($187 million in outstanding principal) and $5 million in yield maintenance as well as the ~~$2 million write-off~~dollar amount of the associated loan costs, (ii) retirement of $258 million principal of our existing 10% Notes and a $41 million redemption premium as well as the write-off of the $11 million of associated unamortized original issue discount and $2 million of loan costs, (iii) refinance of our bridge loan and the related closing of our Knickerbocker construction loan ($65 million) and (iv) issuance of the Initial Notes at par and related fees and expensescoverage deficiency for the ~~offering of the Initial Notes, for net proceeds of approximately $516 million.~~

~~You should review this information together with our consolidated financial statements and related notes incorporated by reference herein.~~

periods indicated.

(in thousands) December 31, 2012
Cash and cash equivalents $ 45,745

Short term debt:
Current portion of mortgage debt 4,752

Long term debt:
Line of Credit^(a)
56,000
Initial Notes 525,000
6.75% Senior Secured Notes 525,000
10% Senior Secured Notes (net of discount) 223,586
Knickerbocker construction loan^(b)
64,861
Mortgage debt 231,326
Total long-term debt 1,625,773
Redeemable FelCor LP Units at redemption value 2,902
Preferred Units 478,774
Common Units (110,258 )
Accumulated other comprehensive income 26,151
Total FelCor LP partners' capital 394,667
Noncontrolling interests 27,352
Total capitalization $ 2,055,446



	Three Months
	Ended March 31,		Fiscal Year Ended December 31,
	2015	2014	2014		2013		2012		2011		2010
Ratio of Earnings to Fixed Charges	(1a)	(1b)		1.16		(1c)		(1d)		(1e)	(1f)


~~(a)~~	~~The Line of Credit Facility provides for a revolving line of credit of up to $225 million.~~

~~(b)~~

In November 2012, we obtained an $85 million construction loan to finance redevelopment of the Knickerbocker Hotel. The new loan assumed an existing $65 million of cash collateral. The portion of the loan equal to the amount of cash collateral bears interest at LIBOR plus 125 basis points. The remainder of the loan bears interest at LIBOR plus 400 basis points. The loan matures in April 2017, including a one-year extension subject to certain conditions.

~~SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA~~

The following tables set forth selected financial data for FelCor LP and FelCor. The selected financial data is presented as of and for the years ended December 31, 2012, 2011, 2010, 2009 and 2008. We derived the summary historical consolidated financial information for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 from our consolidated financial statements and the notes thereto, audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, incorporated herein by reference.

~~You should read the following in conjunction with our consolidated financial statements and the notes thereto incorporated herein by reference.~~

(in millions, except per share/unit data)
Year Ended December 31,
2012 2011 2010 2009 2008
Statement of Operations Data:^(a)

Total revenues $ 910
$ 855
$ 777
$ 727
$ 873

Loss from continuing operations^(b)
(188 ) (134 ) (112 ) (89 ) (47 )

Diluted earnings per share/unit:
FelCor - loss from continuing operations $ (1.82 ) $ (1.46 ) $ (1.85 ) $ (2.02 ) $ (1.40 )
FelCor LP - loss from continuing operations (1.82 ) (1.46 ) (1.85 ) (2.02 ) (1.40 )

Other Data:
Cash distributions declared per common
share/unit^(c)
$ —
$ —
$ —
$ —
$ 0.85

Adjusted FFO per share/unit^(d)
$ 0.23
$ 0.14
$ (0.09 ) $ 0.39
$ 1.99

Adjusted EBITDA^(d)
203 203 188 179 276
Cash flows provided by operating activities 47 46 59 73 153
Ratios of earnings to fixed charges^(e)
(f) (g) (h) (i) (j)

Balance Sheet Data (at end of period):
Total assets $ 2,202
$ 2,403
$ 2,359
$ 2,626
$ 2,512

Total debt, net of discount 1,631 1,596 1,548 1,773 1,552
FelCor's redeemable noncontrolling
interests in FelCor LP at redemption value
3 3 2 1 1

~~(a)All years presented have been adjusted to reflect hotels no longer owned as discontinued operations.~~


~~(b)~~	~~Included in loss from continuing operations are the following amounts (in millions):~~

Year Ended December 31,
2012 2011 2010 2009 2008
Impairment loss $ — $ (4 ) $ (53 ) $ — $ (38 )
Impairment loss on unconsolidated hotels — —
— (2 ) (13 )
Hurricane loss (1 ) — — — (1 )
Debt extinguishment (74 ) (28 ) 45 (2 ) —
Conversion expenses (31 ) — — — (1 )
Severance expenses (1 ) — — — (1 )
Gain on involuntary conversion, net — — — — 2

~~(c)~~

FelCor suspended payment of its common dividend in December 2008. Funds used by FelCor to pay common or preferred dividends are provided through distributions from FelCor LP. FelCor's Board of Directors will determine the amount of future common and preferred dividends for each quarter, if any, based upon various factors including operating results, economic conditions, other operating trends, our financial condition and capital requirements, as well as the minimum REIT distribution requirements.

~~(d)~~

We refer in this prospectus to certain “non-GAAP” financial measures.” These measures, including FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Hotel EBITDA and Hotel EBITDA margin, are measures of our financial performance that are not calculated and presented in accordance with generally accepted accounting principles, of GAAP. The following tables reconcile these non-GAAP measures to the most comparable GAAP financial measure. Immediately following the reconciliations, we include a discussion of why we believe these measures are useful supplemental measures of our performance and of the limitations upon such measures.


~~(e)~~(1)	For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before adjustment for income or loss from equity investors plus fixed charges excluding capitalized interest, and fixed charges consist of interest, whether expensed or capitalized, and amortization of loan costs.


~~(f)~~(a)	For the three months ended March 31, 2015, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been $6 million greater to have achieved a coverage ratio of 1:1.


(b)	For the three months ended March 31, 2014, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been $23 million greater to have achieved a coverage ratio of 1:1.


(c)	For the year ended December 31, 2013, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been $92 million greater to have achieved a coverage ratio of 1:1.


(d)	For the year ended December 31, 2012, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been ~~$198~~$195 million greater to have achieved a coverage ratio of 1:1.


~~(g)~~(e)	For the year ended December 31, 2011, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been ~~$130~~$129 million greater to have achieved a coverage ratio of 1:1.


~~(h)~~(f)	For the year ended December 31, 2010, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been ~~$125~~$113 million greater to have achieved a coverage ratio of 1:1.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth selected financial data for FelCor LP and FelCor. The selected financial data is presented as of and for each of the years in the five-year period ended December 31, 2014, and as of and for the three months ended March 31, 2014 and 2015. We derived the selected historical consolidated financial information for each of the years in the five-year period ended December 31, 2014 from our audited consolidated financial statements and the notes thereto. The selected historical consolidated financial information as of and for the three months ended March 31, 2014 and 2015 have been derived from the unaudited financial statements which have been prepared by our management on the same basis as the audited financial statements and, in the opinion of management, include all adjustments consisting of normal recurring accruals that are considered necessary for a fair presentation of the results for such periods. The statement of operations and other data for the three months ended March 31, 2015 are not necessarily indicative of results to be anticipated for the entire year.

You should read the following financial information in conjunction with, and it is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, the related notes and the other financial information incorporated herein by reference.



(in millions, except per share/unit data)	Three Months Ended March 31,						Year Ended December 31,
	2015			2014			2014		2013			2012			2011			2010
Statement of Operations Data
Total revenues	$	214		$	221		$	922	$	893		$	862		$	808		$	730
Income (loss) from continuing operations⁽¹⁾	(5		)	(20		)	28		(84		)	(187		)	(134		)	(100		)
Diluted earnings per share/unit:
FelCor – income (loss) from continuing operations	$	(0.02	)	$	(0.20	)	$	0.43	$	(0.95	)	$	(1.81	)	$	(1.46	)	$	(1.70	)
FelCor LP – income (loss) from continuing operations	(0.02		)	(0.20		)	0.43		(0.95		)	(1.81		)	(1.46		)	(1.70		)
Other Data:
Cash distributions declared per common share/unit⁽²⁾	$	0.04		$	0.02		$	0.10	$	0.02		$	—		$	—		$	—
Adjusted FFO per share/unit⁽³⁾	0.14			0.03			0.65		0.39			0.23			0.14			(0.09		)
Adjusted EBITDA⁽³⁾	50			41			221		200			203			203			188
Cash flows provided by operating activities	17			22			105		68			47			46			59
Ratio of earnings to fixed charges⁽⁴⁾	(4a)			(4b)			1.16		(4c)			(4d)			(4e)			(4f)
Balance Sheet Data (at end of period):
Total assets	$	2,050		$	2,137		$	2,105	$	2,144		$	2,202		$	2,403		$	2,359
Total debt, net of discount	1,543			1,641			1,586		1,663			1,631			1,596			1,548
FelCor’s redeemable noncontrolling interests in FelCor LP, at redemption value	7			6			7		5			3			3			2

(1) We include the following amounts in income (loss) from continuing operations (in millions):



	Three Months Ended March 31,		Year Ended December 31,
	2015	2014	2014	2013	2012	2011	2010
Gain on sale of investment in unconsolidated entities, net	$ --	$ --	$30	$ --	$ --	$ --	$21
Gain from remeasurement of unconsolidated entities	--	--	21	--	--	--	--
Impairment loss	--	--	--	(24)	--	(4)	(41)
Hurricane and earthquake loss	--	--	--	--	(1)	--	--
Debt extinguishment	--	--	(5)	--	(72)	(28)	45
Conversion expenses	--	--	--	(1)	(31)	--	--
Pre-opening expenses	(4)	(1)	(8)	(2)	--	--	--
Contract dispute contingency	--	--	(6)	--	--	--	--
Severance expenses	--	--	(1)	(3)	(1)	--	--

~~(i)~~(2)

Our Board of Directors reinstated a quarterly common dividend in October 2013. In 2014 and 2013, FelCor declared aggregate common dividends of $0.10 and $0.02 per share, respectively. We currently pay quarterly dividends on our shares of common stock at a rate of $0.04 per share. Future quarterly dividends will be based on estimates of FAD, reinvestment opportunities within our portfolio and taxable income, among other things.

(3)

We refer in this prospectus to certain “non-GAAP financial measures.” These measures, including funds from operations, or FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Hotel EBITDA and Hotel EBITDA margin, are measures of our financial performance that are not calculated and presented in accordance with generally accepted accounting principles, or GAAP. The accompanying tables reconcile these non-GAAP measures to the most comparable GAAP financial measure. Immediately following the reconciliations, we include a discussion of why we believe these measures are useful supplemental measures of our performance and of the limitations upon such measures.


(4)	For the ~~year~~purpose of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before adjustment for income or loss from equity investors plus fixed charges excluding capitalized interest, and fixed charges consist of interest, whether expensed or capitalized, and amortization of loan costs.


(a)	For the three months ended ~~December~~March 31, ~~2009,~~2015, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been ~~$81~~$6 million greater to have achieved a coverage ratio of 1:1.


~~(j)~~(b)	For the ~~year~~three months ended ~~December~~March 31, ~~2008,~~2014, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been ~~$33~~$23 million greater to have achieved a coverage ratio of 1:1.


(c)	For the year ended December 31, 2013, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been $92 million greater to have achieved a coverage ratio of 1:1.


(d)	For the year ended December 31, 2012, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been $195 million greater to have achieved a coverage ratio of 1:1.


(e)	For the year ended December 31, 2011, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been $129 million greater to have achieved a coverage ratio of 1:1.


(f)	For the year ended December 31, 2010, we incurred a loss from continuing operations, which resulted in a coverage ratio of less than 1:1. Our earnings would have had to have been $113 million greater to have achieved a coverage ratio of 1:1.

The following tables detail our computation of FFO and Adjusted FFO:

Reconciliation of Net Income (Loss) to FFO and Adjusted FFO

(in thousands, except per share data)



	Year Ended December 31,
	2014								2013
	Dollars			Shares		Per Share Amount			Dollars			Shares		Per Share Amount
Net income (loss)	$	94,152							$	(65,783	)
Noncontrolling interests	(834		)						4,279
Preferred dividends	(38,712		)						(38,713		)
Preferred distributions, consolidated joint venture	(1,219		)						—
Net income (loss) attributable to FelCor common stockholders	53,387								(100,217		)
Less: Dividends declared on unvested restricted stock compensation	(8		)						—
Less: Undistributed earnings allocated to unvested restricted stock	(20		)						—
Basic earnings per share data	53,359			124,158		$	0.43		(100,217		)	123,818		$	(0.81	)
Restricted stock units	—			734		—			—			—		—
Diluted earnings per share data	53,359			124,892		0.43			(100,217		)	123,818		(0.81		)
Depreciation and amortization	115,819			—		0.93			119,624			—		0.97
Depreciation, discontinued operations and unconsolidated entities	6,891			—		0.06			15,996			—		0.13
Other gains, net	(100		)	—		—			(37		)	—		—
Other gains, discontinued operations, net	—			—		—			(59		)	—		—
Impairment loss, net	—			—		—			20,382			—		0.16
Impairment loss, discontinued operations	—			—		—			4,354			—		0.04
Gain on sale of hotels, net	(65,453		)	—		(0.52		)	(18,590		)	—		(0.15		)
Gain from remeasurement of unconsolidated entities	(20,737		)	—		(0.17		)	—			—		—
Gain on sale of investment in unconsolidated entities, net	(30,176		)	—		(0.24		)	—			—		—
Noncontrolling interests in FelCor LP	137			614		(0.01		)	(497		)	619		(0.01		)
Dividends declared on unvested restricted stock	8			—		—			—			—		—
Conversion of unvested restricted stock and units	20			5		—			—			547		—
FFO	59,768			125,511		0.48			40,956			124,984		0.33
Acquisition costs	—			—		—			23			—		—
Hurricane and earthquake loss	348			—		—			—			—		—
Debt extinguishment, including discontinued operations, net of noncontrolling interests	4,850			—		0.03			—			—		—
Debt extinguishment, unconsolidated entities	168			—		—			—			—		—
Conversion expenses	—			—		—			1,134			—		0.01
Variable stock compensation	2,723			—		0.02			963			—		0.01
Severance costs	928			—		0.01			3,268			—		0.02
Contract dispute contingency	5,850			—		0.05			—			—		—
Pre-opening costs, net of noncontrolling interests	7,530			—		0.06			2,314			—		0.02
Adjusted FFO	$	82,165		$	125,511	$	0.65		$	48,658		$	124,984	$	0.39

Reconciliation of Net Loss to FFO and Adjusted FFO

(in thousands, except per share data)



	Year Ended December 31,
	2012							2011							2010
	Dollars			Shares	Per Share Amount			Dollars			Shares	Per Share Amount			Dollars			Shares		Per Share Amount
Net loss	$	(129,414	)					$	(130,895	)					$	(225,837	)
Noncontrolling interests	1,407							1,041							2,796
Preferred dividends	(38,713		)					(38,713		)					(38,713		)
Basic and diluted earnings per share data	(166,720		)	123,634	(1.35		)	(168,567		)	117,068	$	(1.44	)	(261,754		)	80,611		$	(3.25	)
Depreciation and amortization	116,384			—	0.94			110,498			—	0.94			108,226			—		1.34
Depreciation, discontinued operations and unconsolidated entities	24,216			—	0.2			40,870			—	0.35			54,000			—		0.67
Other gains, net	—			—	—			(295		)	—	—			—			—		—
Other gains, discontinued operations, net	—			—	—			15			—	—			—			—		—
Impairment loss, net	—			—	—			4,315			—	0.04			41,214			—		0.51
Impairment loss, discontinued operations	1,335			—	0.01			8,935			—	0.08			131,762			—		1.63
Gain on sale of hotels, net	(54,459		)	—	(0.44		)	(4,714		)	—	(0.04		)	—			—		—
Gain on sale of investment in unconsolidated entities, net	—			—	—			—			—				(21,103		)	—		(0.26		)
Noncontrolling interests in FelCor LP	(842		)	628	—			(689		)	499	(0.01		)	(881		)	294		(0.01		)
Conversion of unvested restricted stock and units	—			—	—			—			—	—			—			505		—
FFO	(80,086		)	124,262	(0.64		)	(9,632		)	117,567	(0.08		)	51,464			81,410		0.63
Acquisition costs	132			—	—			1,479			—	0.01			449			—		0.01
Hurricane and earthquake loss	792			—	0.01			—			—	—			—			—		—
Hurricane and earthquake loss, discontinued operations and unconsolidated entities	482			—	—			—			—	—			—			—		—
Debt extinguishment, including discontinued operations	75,117			—	0.6			24,381			—	0.21			(59,465		)	—		(0.73		)
Conversion expenses	31,197			—	0.25			—			—	—			—			—		—
Severance costs	553			—	—			—			—	—			—			—		—
Abandoned projects	219			—	—			—			—	—			—			—		—
Pre-opening costs, net of noncontrolling interests	398			—	—			—			—	—			—			—		—
Conversion of unvested restricted stock units	—			11	0.01			—			175	—			—			(505	)	—
Adjusted FFO	$	28,804		124,273	$	0.23		$	16,228		117,742	$	0.14		$	(7,552	)	80,905		$	(0.09	)

Reconciliation of Net Income (Loss) to FFO and Adjusted FFO

(in thousands, except per share data)

Year Ended December 31,
2012 2011 2010
(in thousands, except per unit data) Dollars Shares
Per
Share
Amount
Dollars Shares
Per
Share
Amount
Dollars Shares
Per
Share
Amount
Net loss $ (129,414 ) $ (130,895 ) $ (225,837 )
Noncontrolling interests 1,407 1,041 2,796
Preferred dividends (38,713 ) (38,713 ) (38,713 )
Numerator for basic and diluted loss attributable to common stockholders (166,720 ) 123,634
$ (1.35 ) (168,567 ) 117,068
$ (1.44 ) (261,754 ) 80,611
$ (3.25 )
Depreciation and amortization 123,879 —
1.00 118,232 —
1.01 116,439 —
1.44
Depreciation, discontinued operations and unconsolidated entities 16,721 —
0.14 33,136 —
0.28 45,787 —
0.57
Gain on involuntary conversion — —
— (292 ) —
— — —
—
Loss on involuntary conversion, discontinued operations — —
— 12 —
— — —
—
Impairment loss — —
— 4,315 —
0.04 52,587 —
0.65
Impairment loss, discontinued operations and unconsolidated entities 1,335 —
0.01 8,935 —
0.08 120,389 —
1.49
Gain on sale of hotels (54,459 ) —
(0.44 ) (4,714 ) —
(0.04 ) — —
—
Gain on sale of unconsolidated entities — —
— — —
— (21,103 ) —
(0.26 )
Noncontrolling interests in FelCor LP (842 ) 628
— (689 ) 499
(0.01 ) (881 ) 294
(0.01 )
Unvested restricted stock — —
— — —
— — 505
—
FFO (80,086 ) 124,262
(0.64 ) (9,632 ) 117,567
(0.08 ) 51,464 81,410
0.63
Acquisition costs 132 —
— 1,479 —
0.01 449 —
0.01
Hurricane loss 1,021 —
0.01 — —
— — —
—
Hurricane loss, unconsolidated entities 253 —
— — —
— — —
—
Extinguishment of debt 75,117 —
0.60 24,381 —
0.21 (59,465 ) —
(0.73 )
Conversion expenses 31,197 —
0.25 — —
— — —
—
Severance costs 553 —
— — —
— — —
—
Abandoned projects 219 —
— — —
— — —
—
Pre-opening costs 398 —
— — —
— — —
—
Unvested restricted stock — 11
0.01 — 175
— — (505 ) —
Adjusted FFO $ 28,804
124,273
$ 0.23
$ 16,228
117,742
$ 0.14
$ (7,552 ) 80,905
$ (0.09 )



	Three Months Ended March 31,
	2015							2014
	Dollars			Shares	Per Share Amount			Dollars			Shares	Per Share Amount
Net income (loss)	$	11,996						$	(14,836	)
Noncontrolling interests	(4,865		)					199
Preferred dividends	(9,678		)					(9,678		)
Preferred distributions - consolidated joint venture	(348		)					(181		)
Net loss attributable to FelCor common stockholders	(2,895		)					(24,496		)
Less: Dividends declared on unvested restricted stock	(13		)					—
Basic and diluted earnings per share data	(2,908		)	124,519	$	(0.02	)	(24,496		)	124,146	$	(0.20	)
Depreciation and amortization	27,772			—	0.22			29,601			—	0.24
Depreciation, unconsolidated entities and other partnerships	712			—	0.01			2,675			—	0.02
Loss on sale, unconsolidated entities	—			—	—			33			—	—
Gain on sale of hotels, net of noncontrolling interests in other partnerships	(11,881		)	—	(0.10		)	(5,851		)	—	(0.05		)
Noncontrolling interests in FelCor LP	(14		)	611	—			(121		)	618	—
Dividends declared on unvested restricted stock	13			—	—			—			—	—
Conversion of unvested restricted stock and units	—			1,213	—			—			858	—
FFO	13,694			126,343	0.11			1,841			125,622	0.01
Debt extinguishment, including discontinued operations	73			—	—			251			—	—
Severance costs	—			—	—			400			—	—
Variable stock compensation	997			—	—			564			—	0.01
Pre-opening costs, net of noncontrolling interests	3,524			—	0.03			1,053			—	0.01
Adjusted FFO	$	18,288		126,343	$	0.14		$	4,109		125,622	$	0.03

The following table details our computation of EBITDA and Adjusted EBITDA:

Reconciliation of Net Income ~~to FFO and Adjusted FFO~~

(in thousands, except per unit data) Year Ended December 31,
2009 2008
Dollars Shares
Per
Share
Amount
Dollars Shares
Per
Share
Amount
Net loss $ (109,091 ) $ (120,487 )
Noncontrolling interests 969 1,242
Preferred dividends (38,713 ) (38,713 )
Net loss attributable to FelCor common stockholders (146,835 ) (157,958 )
Less: Dividends declared on unvested restricted stock — (1,041 )
Numerator for basic and diluted loss attributable to common stockholders (146,835 ) 63,114
$ (2.33 ) (158,999 ) 61,979
$ (2.57 )
Depreciation and amortization 114,631 —
1.82 106,246 —
1.72
Depreciation, discontinued operations and unconsolidated entities 50,018 —
0.79 49,585 —
0.80
Gain on involuntary conversion — —
— (2,417 ) —
(0.04 )
Gain on involuntary conversion, discontinued operations — —
— (678 ) —
(0.01 )
Impairment loss — —
— 38,455 —
0.62
Impairment loss, discontinued operations and unconsolidated entities 5,516 —
0.09 82,204 —
1.33
Gain on sale of hotels (910 ) —
(0.01 ) (1,193 ) —
(0.02 )
Noncontrolling interests in FelCor LP (672 ) 296
(0.02 ) (2,433 ) 1,199
(0.08 )
Dividends declared on unvested restricted stock — —
— 1,041 —
0.02
Unvested restricted stock — 331
— — 98
—
FFO 21,748 63,741
0.34 111,811 63,276
1.77
Extinguishment of debt 1,721 —
0.02 — —
—
Hurricane loss — —
— 789 —
0.02
Hurricane loss, discontinued operations and unconsolidated entities — —
— 930 —
0.01
Conversion expenses 447 —
0.01 507 —
0.01
Severance costs 612 —
0.01 850 —
0.01
Lease termination costs 469 —
0.01 — —
—
Liquidated damages, discontinued operations — —
— 11,060 —
0.17
Adjusted FFO $ 24,997
63,741
$ 0.39
$ 125,947
63,276
$ 1.99

~~Reconciliation of Net Loss~~(Loss) to EBITDA and Adjusted EBITDA

(in thousands)

(in thousands) Year Ended December 31,
2012 2011 2010 2009 2008
Net loss $ (129,414 ) $ (130,895 ) $ (225,837 ) $ (109,091 ) $ (120,487 )
Depreciation and amortization 123,879 118,232 116,439 114,631 106,246
Depreciation, discontinued operations and unconsolidated entities 16,721 33,136 45,787 50,018 49,585
Interest expense 125,484 130,658 132,331 92,275 83,271
Interest expense, discontinued operations and unconsolidated entities 4,792 9,892 17,178 17,786 23,377
Noncontrolling interests in other partnerships 565 352 1,915 297 (1,191 )
EBITDA 142,027 161,375 87,813 165,916 140,801
Impairment loss — 4,315 52,587 — 38,455
Impairment loss, discontinued operations and unconsolidated entities 1,335 8,935 120,389 5,516 82,204
Hurricane loss 1,021 — — — 789
Hurricane loss, discontinued operations and unconsolidated entities 253 — — — 930
Extinguishment of debt 75,117 24,381 (59,465 ) 1,721 —
Acquisition costs 132 1,479 449 — —
Amortization of stock compensation 5,003 7,170 7,445 5,165 4,451
Severance costs 553 — — 612 850
Liquidated damages, discontinued operations — — — — 11,060
Lease termination costs — — — 469 —
Abandoned projects 219 — — — —
Conversion expenses 31,197 — — 447 507
Pre-opening costs 398 — — — —
Gain on sale of hotels (54,459 ) (4,714 ) — (910 ) (1,193 )
Gain on involuntary conversion — (292 ) — — (2,417 )
Loss on involuntary conversion, discontinued operations — 12 — — (678 )
Gain on sale of unconsolidated entities — — (21,103 ) — —
Adjusted EBITDA $ 202,796
$ 202,661
$ 188,115
$ 178,936
$ 275,759



	Three Months Ended March 31,						Year Ended December 31,
	2015			2014			2014			2013			2012			2011			2010
Net income (loss)	$	11,996		$	(14,836	)	$	94,152		$	(65,783	)	$	(129,414	)	$	(130,895	)	$	(225,837	)
Depreciation and amortization	27,772			29,601			115,819			119,624			116,384			110,498			108,226
Depreciation, discontinued operations and unconsolidated entities	712			2,675			6,891			15,996			24,216			40,870			54,000
Interest expense	19,486			25,242			90,743			103,865			121,690			126,278			127,145
Interest expense, discontinued operations and unconsolidated entities	202			744			1,896			3,496			8,586			14,272			22,364
Noncontrolling interests in other partnerships	(4,879		)	78			(697		)	3,782			565			352			1,915
EBITDA	55,289			43,504			308,804			180,980			142,027			161,375			87,813
Impairment loss, net of controlling interests in other partnerships	--			--			--			20,382			--			4,315			41,214
Impairment loss, discontinued operations and unconsolidated entities	--			--			--			4,354			1,335			8,935			131,762
Hurricane and earthquake loss	--			--			348			--			792			--			--
Hurricane and earthquake loss, discontinued operations and unconsolidated entities	--			--			--			--			482			--			--
Debt extinguishment, including discontinued operations, net	73			251			4,850			--			75,117			24,381			(59,465		)
Debt extinguishment, unconsolidated entities	--			--			168			--			--			--			--
Acquisition costs	--			--			--			23			132			1,479			449
Contract dispute contingency	--			--			5,850			--			--			--			--
Amortization of fixed stock and directors’ compensation	1,862			1,122			6,122			5,570			5,003			7,170			7,445
Severance costs	--			400			928			3,268			553			--			--
Abandoned projects	--			--			--			--			219			--			--
Conversion expenses	--			--			--			1,134			31,197			--			--
Variable stock compensation	997			564			2,723			963			--			--			--
Pre-opening costs, net	3,524			1,053			7,530			2,314			398			--			--
Gain on sale of hotels, net	(11,881		)	(5,851		)	(65,453		)	(18,590		)	(54,459		)	(4,714		)	--
Gain on sale of investment in unconsolidated entities, net	--			--			(30,176		)	--			--			--			--
Gain from remeasurement of unconsolidated entities	--			--			(20,737		)	--			--			--			--
Other gains, net	--			--			(100		)	(37		)	--			(295		)	--
Other losses (gains), discontinued operations, net	--			--			--			(59		)	--			15			--
Loss (gain) on sale of unconsolidated entities	--			33			--			--			--			--			(21,103)
Adjusted EBITDA		$49,864			$41,076			$220,857			$200,302			$202,796			$202,661			$188,115

The following tables detail our computation of Hotel EBITDA, Hotel EBITDA margin, same-store operating revenue and expenses, and includes the reconciliation of same-store operating revenue and same-store operating expense to total revenue, total operating expense and operating loss at the dates presented.

The following exhibits are filed herewith unless otherwise indicated:

~~Item 21.~~ ~~Exhibits~~


~~(a)~~	~~Exhibits~~



Exhibit Number	Description of Exhibit
3.1	Articles of Amendment and Restatement dated ~~June 22, 1995,~~May 19, 2015, amending and restating the Charter of FelCor ~~Lodging Trust Incorporated (“FelCor”),~~(filed as ~~amended or supplemented~~Exhibit 3.1 to FelCor’s Form 8-K, dated May 20, 2015, and incorporated herein by ~~Articles of Merger, dated June 23, 1995,~~ reference).
3.1.1	Articles Supplementary dated ~~April 30, 1996, Articles of Amendment, dated August 8, 1996, Articles of Amendment, dated June 16, 1997, Articles of Amendment, dated October 30, 1997, Articles Supplementary filed~~ May 6, 1998, Articles of Merger and Articles of Amendment, dated July 27, 1998, Certificate of Correction, dated March 11, 1999, Certificate of Correction to the Articles of Merger between FelCor and Bristol Hotel Company, dated August 30, 1999, Articles Supplementary, dated April 1, 2002, Certificate of Correction, dated March 29, 2004, to Articles Supplementary filed May 2, 1996, Articles Supplementary filed April 2, 2004, Articles Supplementary filed August 20, 2004, Articles Supplementary filed April 6, 2005, and Articles Supplementary filed August 29, 200519, 2015 (filed as Exhibit ~~4.1~~3.2 to ~~FelCor's Registration Statement on~~FelCor’s Form ~~S-3 (Registration No. 333-128892)~~8‑K, dated May 20, 2015, and incorporated herein by reference).
3.2	Amended and Restated Bylaws of FelCor (filed as Exhibit ~~3.1~~3.3 to ~~FelCor's~~FelCor’s Form 8-K, dated ~~October 30, 2012,~~May 20, 2015, and incorporated herein by reference).
4.1	Indenture, dated as of October 1, 2009, by and between FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to FelCor's Form 8-K, dated October 1, 2009, and incorporated herein by reference).
~~4.2~~	First Supplemental Indenture, dated as of October 12, 2009, by and between FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association (filed as Exhibit 4.1 to FelCor's Form 8‑K, dated October 13, 2009, and incorporated herein by reference).
~~4.3~~	Second Supplemental Indenture, dated as of October 13, 2009, by and among FelCor, FelCor Lodging Limited Partnership (“FelCor LP”), certain subsidiary guarantors named therein, FelCor Holdings Trust, FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association (filed as Exhibit 4.2 to FelCor's Form 8-K, dated October 13, 2009, and incorporated herein by reference).
~~4.4~~	Third Supplemental Indenture dated as of March 23, 2010, by and among FelCor, FelCor LP, certain subsidiary guarantors named therein, FelCor Holdings Trust and U.S. Bank National Association (filed as Exhibit 4.1 to FelCor's Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).
~~4.5~~	Fourth Supplemental Indenture, dated as of March 3, 2011, by and among FelCor, FelCor LP, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as Exhibit 4.4 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
~~4.6~~	Fifth Supplemental Indenture, dated as of May 23, 2011, by and among FelCor, FelCor LP, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as Exhibit 4.5 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
~~4.7~~	Sixth Supplemental Indenture, dated as of January 7, 2013, by and among FelCor, FelCor LP, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to FelCor's Form 8-K, dated January 7, 2013, and incorporated herein by reference).
~~4.8~~	Indenture, dated as of May 10, 2011, by and between FelCor Escrow Holdings, L.L.C. and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent, registrar and paying agent (filed as Exhibit 4.1 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
~~4.9~~	First Supplemental Indenture, dated as of May 23, 2011, by and among FelCor Escrow Holdings, L.L.C., FelCor LP, FelCor, certain of their subsidiaries, as guarantors, and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent, registrar and paying agent (filed as Exhibit 4.2 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).

~~II - 3~~



~~4.10~~	Second Supplemental Indenture, dated as of January 7, 2013, by and among FelCor LP, FelCor, certain of their subsidiaries, as guarantors, and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent, registrar and paying agent (filed as Exhibit 4.2 to FelCor's Form 8-K, dated January 7, 2013, and incorporated herein by reference).
~~4.11~~	Registration Rights Agreement, dated May 10, 2011, among FelCor LP, FelCor, the subsidiary guarantors named therein, and J.P. Morgan Securities LLC (filed as Exhibit 4.3 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
~~4.12~~	Indenture, dated as of December 17, 2012, between FelCor LP, FelCor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, collateral agent, registrar and paying agent (filed as Exhibit 4.1 to ~~FelCor's~~FelCor’s Form 8-K, dated December ~~17,~~19, 2012, and incorporated herein by reference).
~~4.13~~4.1.1	First Supplemental Indenture, dated as of January 7, 2013, by and among FelCor, FelCor LP, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to ~~FelCor's~~FelCor’s Form 8-K, dated January 7,9, 2013, and incorporated herein by reference).
~~4.14~~4.2	Indenture, dated as of May 21, 2015, between FelCor LP, FelCor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, registrar and paying agent (filed as Exhibit 4.1 to FelCor’s Form 8-K, dated May 22, 2015, and incorporated herein by reference).
4.3	Registration Rights Agreement, dated ~~December 17, 2012,~~May 21, 2015, among FelCor LP, FelCor, the subsidiary guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (filed as Exhibit 4.2 to ~~FelCor's~~FelCor’s Form 8-K, dated ~~December 17, 2012,~~May 22, 2015, and incorporated herein by reference).
5.1*	Opinion of ~~Akin Gump Strauss Hauer & Feld LLP.~~Polsinelli PC.
12.1*	~~Statements regarding Computation~~Statement of ~~Ratios.~~Ratio of Earnings to Fixed Charges.
~~21.1~~21.1*	List of Subsidiaries of FelCor.
21.2*	List of Subsidiaries of FelCor ~~(filed as Exhibit 21.1 to FelCor's Form 10-K, dated February 28, 2013, and incorporated herein by reference).~~LP.
~~21.2~~	~~List of Subsidiaries of FelCor LP (filed as Exhibit 21.2 to FelCor's Form 10-K, dated February 28, 2013, and incorporated herein by reference.~~
~~23.1~~	~~Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1).~~
23.223.1	Consent of PricewaterhouseCoopers LLP.
~~24.1~~23.2*	~~Power~~Consent of Polsinelli PC (included in Exhibit 5.1).
24.1*	Powers of Attorney (included on the signature ~~page)~~pages hereto).
25.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association to act as ~~Trustee.~~Trustee under the Indenture.
99.1*	Form of Letter of Transmittal.

---------------------

*Filed ~~herewith.~~herewith

(b) Financial Statement Schedules:

All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.

~~II - 4~~

II-2

~~Item~~ITEM 22. ~~Undertakings~~UNDERTAKINGS.

(a) The undersigned ~~Registrants~~registrant hereby ~~undertake~~undertakes:

(1) To file, during any period in which offers or sales are being made, a post‑effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post‑ effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for ~~purposes~~the purpose of determining any liability under the Securities Act of 1933, each filing of the Registrants' annual reports pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statementsuch post‑effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post‑effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

II-3

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~Registrants~~registrant pursuant to the foregoing provisions, or otherwise, the ~~Registrants have~~registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the ~~Securities~~ Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Registrants~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrants~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrants~~registrant will, unless in the opinion of ~~their~~its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by ~~them~~it is against public policy as expressed in the ~~Securities~~ Act and will be governed by the final adjudication of such issue.

~~(c)~~(d) The undersigned ~~Registrants~~registrant hereby ~~undertake~~undertakes to respond to requests for information that is incorporated by reference into the ~~Prospectus~~prospectus pursuant to Items 4, 10(b), 11, or 13 of this ~~Form,~~form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of ~~this Exchange Offer Registration~~the registration statement through the date of responding to the request.

~~(d)~~(e) The undersigned ~~Registrant~~registrant hereby undertakes to supply by means of a ~~post-effective~~post‑effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in ~~this Exchange Offer Registration Statement~~the registration statement when it became effective.

(e) The undersigned Registrants hereby undertake as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(f) The Registrants undertake that every prospectus: (i) that is filed pursuant to paragraph (e) immediately preceding or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~II - 5~~

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the ~~Registrant~~registrant has duly caused this ~~Registration Statement~~registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on ~~the second day of April, 2013.~~

July 2, 2015.





	FELCOR LODGING TRUST INCORPORATED,
	a Maryland corporation
	(Co-Registrant)

	FELCOR LODGING LIMITED PARTNERSHIP,
	a Delaware limited partnership
	(Co-Registrant)

	By:
	FelCor Lodging Trust Incorporated, its General Partner



	By:	/s/ Jonathan H. Yellen
		Jonathan H. Yellen
		Executive Vice President, General Counsel and Secretary

II-5

POWER OF ATTORNEY

~~Each person whose signature appears below hereby~~KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints ~~each of~~ Richard A. Smith and Jonathan H. Yellen ~~with full power to act without the other,~~or either of them, each acting alone, his ~~or her~~ true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for ~~him or her~~such person and in his ~~or her~~ name, place and stead, in any and all capacities, ~~(until revoked in writing)~~ to sign ~~any and all amendments (including post-effective amendments) to~~ this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements), and to file the same, ~~together~~ with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices and other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, ~~or any of them, or their or his substitutes or substitute,~~each acting alone, full power and authority to ~~perform~~do and doperform each and every act and thing requisite and necessary to be done in and ~~advisable~~about the premises, as fully to all intents and purposes as he ~~or she~~ might or could ~~perform and~~ do in person, ~~thereby~~hereby ratifying and confirming ~~all~~ that ~~said attorneys-in-fact~~any such attorney-in-fact and ~~agents or any of them or their~~agent, or his ~~substitutes~~substitute or ~~substitute,~~substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this ~~Registration Statement~~registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.





Signature	Title	Date
/s/ Thomas J. Corcoran, Jr.
Thomas J. Corcoran, Jr.	Chairman of the Board and Director	~~April~~July 2, ~~2013~~2015
/s/ Richard A. Smith
Richard A. Smith	President and Chief Executive Officer and Director (Principal Executive Officer)	~~April~~July 2, ~~2013~~2015
/s/ ~~Andrew J. Welch~~Michael C. Hughes
~~Andrew J. Welch~~Michael C. Hughes	Executive Vice President, ~~and~~ Chief Financial Officer and Treasurer (Principal Financial Officer)	~~April~~July 2, ~~2013~~2015
/s/ Jeffrey D. Symes
Jeffrey D. Symes	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	~~April~~July 2, ~~2013~~2015
~~/s/ Melinda J. Bush~~
~~Melinda J. Bush~~	~~Director~~	~~April 2, 2013~~
/s/ Glenn A. Carlin
Glenn A. Carlin	Director	~~April~~July 2, ~~2013~~2015
/s/ Robert F. Cotter
Robert F. Cotter	Director	~~April~~July 2, ~~2013~~2015
/s/ Christopher J. Hartung
Christopher J. Hartung	Director	~~April~~July 2, ~~2013~~2015
/s/ Thomas C. Hendrick
Thomas C. Hendrick	Director	~~April~~July 2, ~~2013~~2015
/s/ Charles A. Ledsinger
Charles A. Ledsinger	Director	~~April~~July 2, ~~2013~~2015
/s/ Robert H. Lutz, Jr.
Robert H. Lutz, Jr.	Director	~~April~~July 2, ~~2013~~2015
/s/ Robert A. Mathewson
Robert A. Mathewson	Director	~~April~~July 2, ~~2013~~2015
/s/ Mark D. Rozells
Mark D. Rozells	Director	~~April~~July 2, ~~2013~~2015

II-6

SIGNATURES

July 2, 2015.





	FelCor/CSS Holdings, L.P.,
	a Delaware limited partnership

	By:FelCor/CSS Hotels, L.L.C.,
	its general partner

	FelCor Canada Co.,
	a Nova Scotia unlimited liability company

	FelCor Hotel Asset ~~Company, L.L.C.,~~
	~~a Delaware limited liability company~~

	~~FelCor Lodging Holding~~ Company, L.L.C.,
	a Delaware limited liability company

	FelCor TRS Borrower 4, L.L.C.,
	a Delaware limited liability company

	FelCor TRS Holdings, L.L.C.,
	a Delaware limited liability company

	FelCor Copley Plaza, L.L.C.,
	a Delaware limited liability company

	FelCor Esmeralda (SPE), L.L.C.,
	a Delaware limited liability company

	FelCor St. Pete (SPE), L.L.C.,
	a Delaware limited liability company

		~~Los Angeles International Airport Hotel Associates,~~ ~~a Texas limited partnership~~

	~~By:FelCor/LAX Holdings, L.P.,~~
	~~its general partner~~

	~~By: FelCor/LAX Hotels, L.L.C.,~~
	~~its general partner~~




	Madison 237 Hotel, L.L.C.,
	a Delaware limited liability company

	Royalton 44 Hotel, L.L.C.,
	a Delaware limited liability company

	FelCor/CMB Buckhead Hotel, L.L.C.,
	a Delaware limited liability company

	FelCor/CMB Marlborough Hotel, L.L.C.,
	a Delaware limited liability company

	FelCor/CMB Orsouth Holdings, L.P.,
	a Delaware limited partnership

II-7




	By:FelCor/CMB Orsouth Hotel, L.L.C.,
	a Delaware limited liability company,
	its general partner

	FelCor S-4 Hotels (SPE) L.L.C.,
	a Delaware limited liability company

	FelCor/CMB SSF Holdings, L.P.,
	a Delaware limited partnership

	By:FelCor/CMB SSF Hotel, L.L.C.,
	a Delaware limited liability company,
	its general partner

	FCH/PSH, L.P.,
	a Delaware limited partnership

	By:FelCor/CSS Hotels, L.L.C.,
	a Delaware limited liability company,
	its general partner

	FelCor Milpitas Owner, L.L.C.,
	a Delaware limited liability company

	FelCor ~~Baton Rouge Owner, L.L.C.,~~
	~~a Delaware limited liability company~~

	~~FelCor~~ Dallas Love Field Owner, L.L.C.,
	a Delaware limited liability company




	Myrtle Beach Owner, L.L.C.,
	a Delaware limited liability company



	By:	/s/ Jonathan H. Yellen
		Jonathan H. Yellen
		Executive Vice President, General Counsel and Secretary

II-8

POWER OF ATTORNEY

~~Each person whose signature appears below hereby~~KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints ~~each of~~ Richard A. Smith and Jonathan H. Yellen ~~with full power to act without the other,~~or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for ~~him~~such person and in his name, place and stead, in any and all capacities, ~~(until revoked in writing)~~ to sign ~~any and all amendments (including post-effective amendments) to~~ this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements), and to file the same, ~~together~~ with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices and other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, ~~or any of them, or their or his substitutes or substitute,~~each acting alone, full power and authority to ~~perform~~do and doperform each and every act and thing requisite and necessary to be done in and ~~advisable~~about the premises, as fully to all intents and purposes as he might or could ~~perform and~~ do in person, ~~thereby~~hereby ratifying and confirming ~~all~~ that ~~said attorneys-in-fact~~any such attorney-in-fact and ~~agents or any of them or their~~agent, or his ~~substitutes~~substitute or ~~substitute,~~substitutes, may lawfully do or cause to be done by virtue hereof.





Signature	Title	Date
/s/ Richard A. Smith
Richard A. Smith	President and Chief Executive Officer and Manager/Director (Principal Executive Officer)	~~April~~July 2, ~~2013~~2015
/s/ Jonathan H. Yellen
Jonathan H. Yellen	Executive Vice President, General Counsel, Secretary and Manager/Director	~~April~~July 2, ~~2013~~2015
/s/ ~~Andrew J. Welch~~Michael C. Hughes
~~Andrew J. Welch~~Michael C. Hughes	Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager/Director	~~April~~July 2, ~~2013~~2015
/s/ Jeffrey D. Symes
Jeffrey D. Symes	Senior Vice President, ~~and~~ Chief Accounting Officer and Controller (Principal Accounting Officer)	~~April~~July 2, ~~2013~~2015

II-9



Delaware	~~6798~~	~~75-2544994~~
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation~~ incorporation or ~~Organization)~~organization)	6798 (Primary Standard Industrial Classification Code ~~Number)~~Number of each Registrant)	75-2544994 (I.R.S. Employer Identification ~~Number)~~Number.)



Large accelerated filer¨	o		Accelerated filer¨	o
~~Non-accelerated~~ Non‑accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o¨



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee⁽¹⁾
5.625% Senior Secured Notes due 2023	$525,000,000	100%	$525,000,000⁽²⁾	$71,610
Guarantees of Senior Secured Notes⁽³⁾	—	—	—	None⁽⁴⁾



Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee(1)
6.000% Senior Notes due 2025	$475,000,000	100%	$475,000,000	$55,195
Guarantees of 6.000% Senior Notes due 2025	—	—	—	— (2)



~~PROSPECTUS SUMMARY~~	1
~~RISK FACTORS~~	13
~~USE OF PROCEEDS~~	28
~~THE EXCHANGE OFFER~~	29
~~CAPITALIZATION~~	38
~~SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA~~	39
~~BUSINESS AND PROPERTIES~~	47
~~COLLATERAL HOTELS~~	57
~~DESCRIPTION OF MATERIAL INDEBTEDNESS~~	61
~~DESCRIPTION OF THE NOTES AND GUARANTEES~~	63
~~MATERIAL U.S. INCOME TAX CONSEQUENCES~~	~~113~~
~~PLAN OF DISTRIBUTION~~	~~115~~
~~LEGAL MATTERS~~	~~116~~
~~EXPERTS~~	~~116~~


(1)	Calculated pursuant to Rule ~~457 under~~457(f) of the Securities Act of ~~1933, as amended.~~1933.


(2)	~~Calculated based on the offering price of the Initial Notes for which the Exchange Notes are being issued in exchange.~~


~~(3)~~	~~Each of the co-registrants listed as an Additional Guarantor Registrant on the following page has guaranteed the notes being registered pursuant hereto.~~


~~(4)~~	Pursuant to Rule 457(n) ~~under~~of the Securities Act of 1933 ~~as amended,~~ no separate fee is payable for the ~~guarantees is payable.~~guarantees.





Exact Name of ~~Guarantor~~Additional Registrants ¹	~~State~~Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
FelCor Lodging Trust Incorporated	Maryland	72-2541756
FelCor/CSS Holdings, L.P.	Delaware	75-2620463
FelCor Canada Co.	Nova Scotia	75-2773637
FelCor Hotel Asset Company, L.L.C.	Delaware	75-2770156
~~FelCor Lodging Holding Company, L.L.C.~~	~~Delaware~~	~~75-2773621~~
FelCor TRS Borrower 4, L.L.C.	Delaware	20-3900525
FelCor TRS Holdings, L.L.C.	Delaware	75-2916176
FelCor Copley Plaza, L.L.C.	Delaware	27-3158742
FelCor Esmeralda (SPE), L.L.C.	Delaware	26-1439076
FelCor St. Pete (SPE), L.L.C.	Delaware	26-1438830
~~Los Angeles International Airport Hotel Associates, a Texas limited partnership~~	~~Texas~~	~~75-2656593~~
Madison 237 Hotel, L.L.C.	Delaware	45-1137528
Royalton 44 Hotel, L.L.C.	Delaware	45-1137592
FelCor/CMB Buckhead Hotel, L.L.C.	Delaware	75-2874830
FelCor/CMB Marlborough Hotel, L.L.C.	Delaware	75-2874832
FelCor/CMB Orsouth Holdings, L.P.	Delaware	75-2874752
FelCor S-4 Hotels (SPE), L.L.C.	Delaware	27-2417869
FelCor/CMB SSF Holdings, L.P.	Delaware	75-2874828
FCH/PSH, L.P.	Delaware	75-2734269
FelCor Milpitas Owner, L.L.C.	Delaware	46-1382373
FelCor ~~Baton Rouge Owner, L.L.C.~~	~~Delaware~~	~~46-1371015~~
~~FelCor~~ Dallas Love Field Owner, L.L.C.	Delaware	46-1365964
Myrtle Beach Owner, L.L.C.	Delaware	46-1484082


▪	We will exchange all Initial Notes that are validly tendered and not validly withdrawn prior to the closing of the exchange offer for an equal principal amount of Exchange Notes that have been registered.


▪	~~You may withdraw tenders of Initial Notes at any time prior to the expiration of the exchange offer.~~


▪	The terms of the Exchange Notes to be issued are identical in all material respects to the Initial Notes, except for transfer restrictions and registration rights that do not apply to the Exchange Notes, and different administrative terms.


▪	~~The Exchange Notes, together with any Initial Notes not exchanged in the exchange offer, will constitute a single class of debt securities under the indenture governing the Notes.~~


▪	~~The exchange of Notes will not be a taxable exchange for United States federal income tax purposes.~~



	Number of Properties
Embassy Suites Hotels^®	18
Wyndham^® and Wyndham Grand^®	8
Renaissance^® and Marriott^®	3
DoubleTree by Hilton^® and Hilton^®	3
Sheraton^®	2
Fairmont^®	1
Holiday Inn^®	2
Morgans and Royalton	2
The Knickerbocker	1
Core hotels	40
Non-strategic hotels^(a)	4
Consolidated Hotels	44


▪	~~We will not receive any proceeds from the exchange offer.~~


▪	~~No public market exists for the Initial Notes. We do not intend to list the Exchange Notes on any securities exchange and, therefore, no active public market is anticipated for the Exchange Notes.~~


▪	~~Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 28, 2013; and~~


▪	~~Current Report on Form 8-K, filed with the SEC on January 9, 2013.~~


▪	~~our overall debt levels and our ability to refinance or obtain new financing and service debt;~~


▪	~~our ability to complete hotel dispositions at acceptable prices and to pursue our growth strategy and acquisition activities; and~~




	~~PROSPECTUS SUMMARY~~

	You should read the following summary together with the more detailed information regarding us, the Exchange Notes being exchanged in this offering, and the financial statements and notes thereto appearing elsewhere in this prospectus. Unless otherwise indicated or the context otherwise requires, the words “we,” “our,” “ours,” “us” and the “Company” refer to FelCor or FelCor LP, and their respective subsidiaries, collectively.

	~~FelCor and FelCor LP~~

	FelCor is a public lodging real estate investment trust, or REIT, that at December 31, 2012, had ownership interests in 66 hotels in continuing operations with approximately 18,993 rooms. All of its operations are conducted solely through FelCor LP, which is the issuer of the Initial Notes, or its subsidiaries. FelCor is the sole general partner and owner of a greater than 99% interest in FelCor LP. Our principal executive offices are located at 545 E. John Carpenter Frwy., Suite 1300, Irving, Texas 75062, and our telephone number is (972) 444-4900.

	~~Business Strategy~~

	~~Strategy and Objectives~~. We seek to provide superior stockholder returns by assembling a diversified portfolio of high-growth hotels, combined with a sound and flexible balance sheet reflecting low cost debt, an extended maturity profile and substantial liquidity. Our long-term strategy has five critical components:

	•		Portfolio Quality and Diversity - we are investing in our core portfolio of high-growth hotels located in gateway and resort markets with high barriers to entry and limited supply growth while we sell non-strategic hotels.

	•		~~Long-Term Leverage - we are steadily reducing our outstanding indebtedness to achieve leverage levels that are readily managed through economic and industry cycles.~~

	•		Cost of Debt; Staggered and Extended Maturities - we opportunistically refinance higher-cost debt, taking advantage of historically low interest rates to reduce our cost of debt and stagger and extend maturities well into the future.

	•		~~Organic Growth - we invest in our core portfolio to enhance our assets' long-term performance and return on invested capital through high ROI redevelopment projects.~~

	•		Acquisitions - we look to acquire hotels in targeted markets that meet our strict underwriting criteria, such as returns in excess of our weighted average cost of capital, ones located in markets with high barriers-to-entry with limited supply growth, and redevelopment opportunities that leverage our expertise to achieve superior returns on redevelopment capital.

	~~Recent Achievements. We have made significant progress toward achieving the objectives of our strategic plan.~~

	•		We issued $525 million aggregate principal amount of Initial Notes, significantly reducing our cost of borrowing. We used the proceeds to redeem $258 million in aggregate face amount of 10% senior notes due 2014, or the 10% Notes, and repay a $187 million 8.1% mortgage loan, with the remaining proceeds used to repay a portion of the balance on our outstanding line of credit and to pay prepayment costs and other expenses. With the offering of the Initial Notes, FelCor has effectively completed the capital markets portion of restructuring our balance sheet. We expect to repay the remaining $234 million of our 10% Notes and other mortgage debt using proceeds from future asset sales.

	•		In December 2012, we amended and restated our $225 million secured line of credit facility, or the Line of Credit Facility. The facility now matures in June 2017 (extended from August 2015), inclusive of a one-year extension option, subject to satisfaction of certain conditions. Borrowings under the facility bear interest at LIBOR (no floor) plus 3.375% (reduced from LIBOR plus 4.50%). The unused commitment fee decreased 10 basis points. The facility is secured by mortgages and related security interests on nine hotels.




•		We have sold 19 hotels since December 2010 (including 10 hotels in 2012), for total gross proceeds of $429 million (our pro rata share was $387 million). We used $319 million of these asset sale proceeds to repay indebtedness.

•		~~We paid all outstanding accrued preferred dividends ($67.7 million) in 2012.~~

•		We raised $160.8 million in proceeds from five single-asset mortgage loans that closed in September 2012, and bear an average interest rate of 4.95%. Proceeds from these loans were used to repay a $107 million 9.02% mortgage loan that would have matured in 2014. We also repaid the remaining $60 million balance of a mortgage loan using excess proceeds from the new loans, as well as asset sale proceeds.

•		In December 2011, we acquired the landmark Knickerbocker Hotel in midtown Manhattan for $115 million. We are redeveloping the property as a four-plus star hotel featuring 330 large guest rooms, a rooftop sky bar and lounge directly overlooking Times Square, state-of-the-art meeting space and a full-service fitness center. In November 2012, we closed on an $85 million construction loan to finance redeveloping the Knickerbocker.

•		In 2012, we spent $121.5 million on capital expenditures, including renovation and redevelopment on our operating hotels. During this time, we completed renovations at seven hotels. We also completed redevelopment projects at two properties, the Embassy Suites Myrtle Beach Oceanfront Resort and the Fairmont Boston Copley Plaza. We completed the redevelopment of the Fairmont Boston Copley Plaza in September 2012, repositioning the hotel closer to its luxury competitors, including a complete renovation of rooms and corridors, upgrading 12 rooms to Fairmont Gold, adding a new rooftop fitness center and spa, and redeveloping the food and beverage and other public areas. We are currently redeveloping Morgans to add three guest rooms, build a brand new fitness facility, relocate the lounge and reconcept the food and beverage areas.

~~Balance Sheet Strategy~~This summary highlights information contained elsewhere in or incorporated by reference into this prospectus. This summary does not contain all of the information that you should consider when deciding whether to participate in the Exchange Offer. You should read the following summary together with the entire prospectus and the accompanying letter of transmittal, including the more detailed information regarding us, the Exchange Notes and the consolidated financial statements and the related notes incorporated by reference into this prospectus. You should also carefully consider, among other things, the matters discussed in the section titled “Risk Factors” in this prospectus before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”. A healthy balance sheet provides the necessary flexibility and capacity to withstand lodging cycles, and we are committed to strengthening our balance sheet by reducing leverage, lowering our cost of debt and extending debt maturities.

•		~~As cash flow increases from continued revenue per available room, or RevPAR, growth and we sell additional non-strategic hotels, we expect to continue to materially reduce our leverage.~~

•		~~We have successfully extended our weighted-average debt maturity to 2020 and reduced our weighted-average interest rate to 6.4%, significantly lower than our historical levels.~~

~~Portfolio Management~~. Our core portfolio consists primarily of upper-upscale hotels and resorts located in major markets and resort locations that have dynamic demand generators and high barriers to entry. Most of our hotels are operated under well-recognized brands, such as Doubletree, Embassy Suites, Fairmont, Hilton, Holiday Inn, Marriott, Renaissance, Sheraton, Westin and, effective March 1, 2013, Wyndham. Royalton and Morgans, in midtown Manhattan, are operated independent of any brand. We sell, acquire and re-brand hotels to increase our return on invested capital and to improve overall portfolio quality, enhance diversification and improve growth rates.

•	~~Hotel Sales~~. On an ongoing basis, we review each hotel in our portfolio in terms of projected performance, future capital expenditure requirements, market dynamics and concentration risk. We believe selling non-strategic hotels enhances our long-term growth, reduces future capital expenditures and enables management to focus on “core” long-term investments.

	•	In 2010 and 2011, we announced our intention to sell our interests in 39 hotels. We have sold 19 hotels since December 2010 for total gross proceeds of $429 million (our pro rata share was $387 million). Twenty non-strategic hotels remain to be sold. As of January 2013, we are marketing 11 of the remaining 20 hotels. The other nine non-strategic hotels are held in joint ventures, and we and our partners are analyzing the best timing to begin marketing those properties.




	•	~~We continually review opportunities to sell additional non-strategic hotels in the future and reinvest proceeds to earn a higher return on our investments~~

•	~~Hotel Acquisitions. We only consider purchasing hotels that meet or exceed our strict investment criteria.~~

	•	We consider properties that are accretive to long-term stockholder value, are priced at a significant discount to replacement cost with investment returns that exceed our weighted average cost of capital and can provide attractive long-term yields.

	•	We seek high-quality hotels in major urban and resort markets with high barriers to entry and high growth potential, as typified by the iconic Fairmont Copley Plaza, Royalton, Morgans and (at stabilization) the Knickerbocker.

	•	~~We focus on properties that will improve the overall quality and diversity of our portfolio and increase our future growth.~~

	•	~~We also consider hotels that offer redevelopment and/or revenue enhancement opportunities that can further enhance returns on our investment.~~

•	Hotel Brand Conversions. We rebranded and repositioned eight Holiday Inn properties with Wyndham Hotels & Resorts, effective March 1, 2013. Wyndham Hotel Group manages the hotels under long-term management agreements. The agreement includes a $100 million performance guaranty from Wyndham Worldwide Corporation over the initial 10-year term (which can be extended for an additional five years), with an annual performance guaranty of up to $21.5 million that ensures minimum annual net operating income, or NOI, for the eight hotels. The management fee structure is more consistent with prevailing industry practices, and we expect to save approximately $50 million in management fees over the initial term. Rebranding and repositioning these hotels demonstrates our efforts to execute our long-term value creation strategy, which includes moving more of our portfolio into the upper-upscale segment.

~~Asset Management~~. We seek to maximize revenue, market share, hotel operating margins and cash flow at every hotel. FelCor's asset management is aggressive and hands-on. All of our asset managers have extensive hotel operating experience and thorough knowledge of the markets and overall demand dynamics where our hotels operate. As a consequence, their interaction and credibility with our hotel managers is very effective. With our long-standing brand relationships, we have significant influence over how their policies and procedures (most notably, brand strategy on marketing and revenue enhancement programs) affect us, as hotel owners. In addition to working with our hotel managers to maximize hotel operating performance, we consider value-added enhancements at our hotels, such as use of public areas, new restaurant concepts and improved management of food and beverage operations.

~~Renovation and Redevelopment~~. We take a prudent approach to capital spending. Our plan involves efficiently maintaining our properties and limiting future fluctuations of expenditures while maximizing return on investment. We generally renovate between six to eight core hotels each year to maintain the competitive position and value of our hotels. In addition, we consider expansion or redevelopment opportunities at our properties that offer attractive risk-adjusted returns. Most recently, we redeveloped a former Crowne Plaza into the San Francisco Marriott Union Square. From 2007 (prior to redevelopment) to 2012, RevPAR and EBITDA at that hotel increased 53% to $182 million and 370% to $6.9 million, respectively. In 2012, the hotel was recognized as Hotel of the Year, which honors the best hotel in the Marriott Hotels & Resorts brand across the Americas, and won the inaugural BLT (Breakthrough Leadership Training) Excellence award, recognizing leadership and accountability, as well as financial excellence and operational excellence awards. During 2012, we also completed redevelopments at the Fairmont Boston Copley Plaza and the Embassy Suites Myrtle Beach Oceanfront Resort. We are currently evaluating additional projects at several of its hotels that will provide future enhancements to stockholder value.




The Properties

We own a diversified portfolio of hotels managed by Hilton, Starwood, Marriott, Fairmont, Morgans, Intercontinental Hotels Group, or IHG, and (effective March 1, 2013), eight of our hotels that had been managed by IHG are now managed by Wyndham Hotel Group. Our hotels are high-quality lodging properties with respect to desirability of location, size, facilities, physical condition, quality and variety of services offered in the markets in which they are located. Our hotels are designed to appeal to a broad range of hotel customers, including frequent business travelers, groups and conventions, as well as leisure travelers. They generally feature comfortable, modern guest rooms, meeting and convention facilities and full-service restaurant and catering facilities. At December 31, 2012, our Consolidated Hotels were located in the United States (64 hotels in 22 states) and Canada (one hotel in Ontario), with concentrations in major markets and resort areas. The following table illustrates the distribution of our 65 Consolidated Hotels at December 31, 2012.

Brand		Hotels	Rooms
	Embassy Suites Hotels	35	9,116
	Holiday Inn	13	4,388
	Sheraton and Westin	5	1,882
	Doubletree and Hilton	6	1,450
	Marriott and Renaissance	3	1,321
	Fairmont	1	383
	Independent (and Morgans/Royalton)	2	282
	Total	65	18,822

	We are committed to maintaining high standards at our hotels. Our hotels average 288 rooms, with six hotels having 400 or more rooms. In 2008, we completed the last phase of a multi-year, portfolio-wide renovation program costing more than $450 million. The program was designed to upgrade, modernize and renovate all of our hotels to enhance or maintain their competitive position. For 2012, we spent $121.5 million on capital expenditures, including renovations and redevelopments, on our operating hotels. We also spent 5.2% of our consolidated hotel revenue on maintenance and repair expense.


(a)	Excludes one hotel held for sale that was under contract for sale as of March 31, 2015 and was sold during the second quarter of 2015. Subsequent to March 31, 2015, all of our remaining non-strategic hotels were placed under contract for sale, two of which were sold during the second quarter of 2015.


	~~Summary of the Terms of the Exchange Offer~~
Notes Offered..........................................				$475 million aggregate principal amount of 6.000% Senior Notes due 2025.
	The exchange of the Original Notes for the Exchange ~~Offer~~Notes will be registered under the Securities Act. The terms of the Exchange Notes and the Original Notes are identical in all material respects, except for transfer restrictions, registration rights relating to the Original Notes and certain provisions relating to increased interest rates in connection with the Original Notes under circumstances related to the timing of the Exchange Offer. You are urged to read the discussions under the heading “The Exchange Notes” in this Summary for further information regarding the Exchange Notes.
The Exchange Offer.................................	We are offering to exchange the Exchange Notes for up to ~~$525,000,000~~$475 million aggregate principal amount of the Original Notes.
	The Original Notes may be exchanged only in aggregate principal amounts of $1,000, and any integral multiple of $1,000 in excess thereof. In this prospectus, the term “Exchange Offer” means this offer to exchange the Exchange Notes ~~which have been registered under~~for the ~~Securities Act, for an equal principal amount of~~Original Notes in accordance with the ~~Initial Notes issued on December 17, 2012. You may exchange your Initial Notes only by following the procedures described elsewhere~~terms set forth in this prospectus ~~under “The~~and the accompanying letter of transmittal. You are entitled to exchange your Original Notes for the Exchange ~~Offer-Procedures for Tendering Initial~~ Notes.”
Expiration Date; Withdrawal of Tender...				The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2015, or such later date and time to which it may be extended by us. The tender of the Original Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration date of the Exchange Offer. Any Original Notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof promptly after the expiration or termination of the Exchange Offer.
	~~Registration Rights Agreement~~	We issued the Initial Notes on December 17, 2012 in a private placement. The initial purchasers placed the Initial Notes with qualified institutional buyers and non-U.S. persons in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. In connection with the private placement, we entered into a registration rights agreement with the initial purchasers, which provides, among other things, for this exchange offer.

	~~Resale of Exchange Notes~~	~~Based upon interpretive letters written by the SEC, we believe that~~Conditions to the Exchange ~~Notes issued in the~~Offer...........		Our obligation to accept for exchange, ~~offer may be offered for resale, resold,~~ or ~~otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:~~

		•	~~You are acquiring~~to issue the Exchange Notes in exchange for, any Original Notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the ~~ordinary course~~staff of the Commission. See “The Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering the Original Notes....................................................	If you wish to accept the Exchange Offer and tender your ~~business;~~	Original Notes, you must either:
	• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with its instructions and the instructions in this prospectus, and mail or otherwise deliver such letter of transmittal, or the facsimile, together with the Original Notes and any other required documentation, to the exchange agent at the address set forth herein; or



	• if the Original Notes are tendered pursuant to book‑entry procedures, the tendering holder must arrange with the Depository Trust Company (“DTC”), to cause an agent’s message to be transmitted through DTC’s Automated Tender Offer Program System with the required information (including a book‑entry confirmation) to the exchange agent. There is no procedure for guaranteed late delivery of the Original Notes.
Consequences of Failure to Exchange....	•	~~You~~If you are ~~not participating, do not intend to participate and have no arrangement or understanding with any person~~eligible to participate in this Exchange Offer and you do not tender your Original Notes as described in this prospectus, your Original Notes may continue to be subject to transfer restrictions. As a result of the ~~distribution~~transfer restrictions and the availability of the Exchange ~~Notes; and~~	Notes, the market for the Original Notes is likely to be much less liquid than before this Exchange Offer. The Original Notes will, after this Exchange Offer, bear interest at the same rate as the Exchange Notes. The Original Notes will not retain any rights under the registration rights agreement.
Broker‑Dealers........................................
		•	~~You are not our "affiliate," as that term is defined for the purposes of Rule 144A under the Securities Act.~~

		If any of the foregoing are not true and you transfer any Exchange Note without registering the Exchange Note and delivering a prospectus meeting the requirements of the Securities Act, or without an exemption from registration of your Exchange Notes from such requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability. Each ~~broker-dealer~~broker‑dealer that receives the Exchange Notes for its own account in exchange for ~~Initial~~the Original Notes, ~~that~~where such Original Notes were acquired by such ~~broker-dealer~~broker‑dealer as a result of ~~market-making~~market‑making activities or other trading activities, must acknowledge that it will deliver a prospectus ~~meeting the requirements of the Securities Act~~ in connection with any resale of ~~the Exchange Notes. A broker-dealer may use this prospectus for an offer to resell, a resale or any other retransfer of the~~such Exchange Notes. See “Plan of Distribution.”
Use of Proceeds.......................................
	~~Consequences of Failure to Exchange Initial Notes~~	Initial Notes that are not tendered or that are tendered but not accepted, will, following the completion of the exchange offer, continue to be subject to existing restrictions upon transfer. The trading market for Initial Notes not exchanged in the exchange offer may be significantly more limited than at present. Therefore, if your Initial Notes are not tendered and accepted in the exchange offer, it may become more difficult for you to sell or transfer your Initial Notes. Furthermore, you will no longer be able to compel us to register the Initial Notes under the Securities Act. In addition, youWe will not ~~be able to offer or sell the Initial Notes unless they~~




		~~are registered under the Securities Act (and we will have no obligation to register them, except for some limited exceptions), or unless you offer or sell them under an exemption~~receive any proceeds from ~~the requirements of, or a transaction not subject to, the Securities Act.~~

	~~Expiration of the Exchange Offer~~	~~The exchange offer will expire at 5:00 P.M., New York City time, on _______, 2013, unless we decide to extend the expiration date.~~

	~~Conditions to the Exchange Offer~~	The exchange offer is not subject to any condition other than certain customary conditions, which we may, but are not required to, waive. The exchange offer is subject to the condition that the registration statement, of which this prospectus forms a part, shall have become effective. We currently anticipate that each of the conditions will be satisfied and that we will not need to waive any conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date if any such condition occurs. For additional information regarding the conditions to the exchange offer, see “The Exchange Offer-Conditions to the Exchange Offer. See “Use of Proceeds.”
Exchange Agent.......................................
	~~Procedures for Tendering Initial Notes~~	~~DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their Initial Notes to~~U.S. Bank National Association is serving as the exchange agent in ~~accordance~~connection with ~~ATOP procedures for such a transfer. Additionally, if a DTC participant has Initial Notes credited~~the Exchange Offer.
Fees and Expenses...................................	We will pay all expenses related to its DTC account also by book-entry and the Initial Notes are held of record by DTC's nominee, such DTC participant may tender its Initial Notes by book-entry transfer as if it were the record holder. There is no procedure for guaranted late delivery of Initial Notes. For more information on accepting the exchange offer and tendering your Initial Notes, seethis Exchange Offer. See “The Exchange ~~Offer-Procedures for Tendering Initial Notes”~~Offer—Fees and ~~“The Exchange Offer-Book Entry Transfer.~~Expenses.”

	~~Withdrawal Rights~~	You may withdraw the tender of your Initial Notes at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw, you must send a written or facsimile transmission of your notice of withdrawal to the exchange agent at its address set forth in this prospectus under “The Exchange Offer-Withdrawal of Tenders” by 5:00 p.m., New York City time, on the expiration date.

	~~Absence of Dissenters' Rights of Appraisal~~	~~You do not have dissenters' rights of appraisal with respect to the exchange offer.~~

	~~Acceptance of Initial Notes and Delivery of Exchange Notes~~	Subject to certain conditions, we will accept all Initial Notes that are properly tendered in the exchange offer and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. We will deliver the Exchange Notes promptly after the expiration date.

	~~United States~~U.S. Federal Income Tax ~~Consequences~~ Consequences.	We believe that the exchange of ~~Initial~~the Original Notes for the Exchange Notes ~~generally will~~pursuant to the Exchange Offer should not be a taxable ~~exchange~~event for ~~federal~~U.S. Federal income tax purposes, but you should consult your tax adviser about the tax consequences of this exchange. See ~~“Material~~“Certain Material U.S. Federal Income Tax ~~Consequences.~~Considerations.”

	~~Exchange Agent~~	U.S. Bank National Association, the Trustee, Collateral Agent, Registrar and Paying Agent under the indenture for the Notes, is serving as exchange agent in connection with the exchange offer. The mailing address of the exchange agent is 60 Livingston Avenue, St. Paul, MN 55107; Attn: Specialized Finance.




	~~Fees and Expense~~Issuer..................................................	~~We will bear all expenses related to consummating the exchange offer and complying with the registration rights agreement.~~

	~~Use of Proceeds~~	We will not receive any cash proceeds from the issuance of the Exchange Notes. We received net proceeds of approximately $516 million from the sale of the Initial Notes. We used a portion of the proceeds to repay the outstanding principal amount ($187 million) of a mortgage loan secured by seven hotels, including six hotels that comprise part of the security for the Notes, plus accrued interest and yield maintenance, and to fund the redemption of $258 million in aggregate principal amount of the existing 10% Notes, plus any applicable redemption premium. We used the remaining net proceeds from the offering to repay a portion of the balance on our Line of Credit Facility and to pay prepayment costs and other expenses.

	~~Summary Description of Exchange Notes~~

	The terms of the Exchange Notes will be identical in all material respects to those of the Initial Notes except for transfer restrictions and registration rights that do not apply to the Exchange Notes. The Exchange Notes will evidence the same debt as the Initial Notes, and the same indenture will govern the Exchange Notes as the Initial Notes. The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Notes and Guarantees” section of this prospectus contains a more detailed description of the terms and conditions of the Exchange Notes.

	~~Issuer~~	FelCor LP

	~~Exchange~~ Notes Offered....................................	$~~525~~475 million aggregate principal amount of 6.000% Senior Notes Due 2025.
Maturity Date....................................	June 1, 2025
Interest Payment Dates....................	Interest on the Exchange Notes ~~registered under the Securities Act.~~

	~~Maturity~~	~~The Exchange Notes will mature~~is payable on ~~March 1, 2023.~~

	~~Interest Rate~~	~~The Exchange Notes will bear interest at a rate per annum equal to 5.625%. Interest will accrue from the date the last interest payment was made.~~

	~~Interest Payment~~ ~~Dates~~	~~March~~June 1 and ~~September~~December 1 of each year, beginning on ~~March~~December 1, ~~2013.~~	2015.
Guarantees.........................................			The Exchange Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by FelCor and certain subsidiaries of FelCor LP. See “Description of the Exchange Notes—Guarantees.”
Ranking..............................................	The Exchange Notes will be senior unsecured obligations of FelCor LP. The Guarantees will be senior unsecured obligations of each Guarantor. The Exchange Notes and Guarantees will rank (i) equal in right of payment with any of our and the Guarantors’ existing or future senior unsecured debt, (ii) senior in right of payment to any of our and the Guarantors’ future subordinated debt and (iii) effectively junior to any of our and the Guarantors’ secured debt, including the 5.625% Notes, to the extent of the value of the assets securing such other debt, and structurally subordinated to any liabilities of our subsidiaries that do not guarantee the Exchange Notes, including our obligations under our Line of Credit Facility. As of March 31, 2015, on an as-adjusted basis after giving effect to the offering of the Original Notes and the application of the proceeds therefrom, we and our consolidated subsidiaries would have had approximately $1.5 billion of indebtedness, of which approximately $543 million would have been indebtedness of our non-guarantor subsidiaries and is structurally senior to the Exchange Notes and Guarantees. Our non-guarantor subsidiaries had $512 million of liabilities outstanding as of March 31, 2015. See “Description of the Exchange Notes—Ranking.”
Optional Redemption.......................	At any time (which may be more than once) on or prior to June 1, 2018, we may, at our option, redeem up to 35% of the Exchange Notes with the net proceeds of certain equity offerings at the premium set forth in this prospectus plus accrued and unpaid interest to the date of redemption, subject to certain conditions. At any time prior to ~~March~~June 1, ~~2018,~~2020, we may redeem the Exchange Notes, in whole or in part, at a price equal to 100% of the principal amount of the Exchange Notes redeemed, plus a “make-whole” premium as described under “Description of the ~~Notes and Guarantees-Optional~~Exchange Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption. At any time on or after ~~March~~June 1, ~~2018~~2020, we may redeem the Exchange Notes at the redemption price described under the heading “Description of the ~~Notes and Guarantees-Optional~~Exchange Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.

	~~Optional Redemption~~ ~~afterEquity Offerings~~	At any time (which may be more than once) on or prior to December 15, 2015, we can choose to redeem up to 35% of the outstanding Exchange Notes with net cash proceeds from one or more equity offerings, as long as:

		~~• we pay 105.625% of the face amount of the Exchange Notes redeemed, together with accrued and unpaid interest, if any, to the redemption date;~~

		~~• we redeem the Exchange Notes within 90 days of completing the equity offering; and~~

		~~• at least 65% of the aggregate principal amount of the Exchange Notes issued remains outstanding afterwards.~~




	~~Guarantees~~	The Exchange Notes will be unconditionally guaranteed on a senior basis, jointly and severally, by FelCor, those subsidiaries of FelCor LP that own the collateral hotels and the subsidiaries of FelCor LP that guarantee the 10% Notes and our 6.75% senior notes due 2019, or the 6.75% Notes. See “Description of the Notes and Guarantees-Guarantees.”

	~~Security~~	The Exchange Notes will be secured by first lien mortgages on ten hotels owned by certain subsidiaries of FelCor LP, and pledges of the equity interests of those wholly-owned subsidiaries of FelCor LP. The Exchange Notes will be secured only by the foregoing collateral and certain related operating assets, and will not be secured by any other assets of FelCor, FelCor LP or any of their subsidiaries. In addition, the Exchange Notes will have the benefit of a negative pledge with respect to the foregoing assets.

	~~Ranking~~	The Exchange Notes will be our senior secured obligations. As to right of payments, the Exchange Notes will rank (i) effectively pari passu with any future senior secured debt to the extent that any such senior secured debt has a pari passu lien in the collateral securing the Exchange Notes, (ii) senior to any existing or future senior debt that is not secured by the collateral to the extent of the value of the collateral, (iii) senior in right of payment to any future subordinated debt and (iv) effectively subordinated to any of our debt that is secured by assets other than collateral, including the 10% Notes, the 6.75% Notes and the Line of Credit Facility. The Exchange Notes will be structurally subordinated, and effectively rank junior, to any liabilities of our subsidiaries that do not guarantee the Exchange Notes.

		The guarantees of the Exchange Notes will be (i) senior unsecured obligations of each guarantor that does not also grant a lien on any of its assets and (ii) senior secured obligations of each guarantor that also grants a lien of any of its assets. The senior unsecured guarantees will rank equally with any existing and any future senior unsecured debt and will rank senior to any existing and any future subordinated debt of the applicable guarantors. The senior secured guarantees will rank equally with the other existing and future senior secured debt of each such guarantor to the extent that such debt has a pari passu lien in the collateral and senior to their future subordinated debt and each guarantee of each guarantor will be effectively subordinated to any debt of such guarantors that is secured by their assets other than collateral, to the extent of the value of such other assets pledged as security. As of December 31, 2012, we and our consolidated subsidiaries had approximately $1.6 billion of indebtedness, of which approximately $357 million was secured indebtedness and other liabilities of our non-guarantor subsidiaries, all of which were secured by assets other than the collateral, and is effectively senior to the Exchange Notes and the subsidiary guarantees. See “Description of the Notes and Guarantees-Ranking.”




~~Certain Other~~ ~~Covenants~~	~~The indenture governing the Notes restricts our ability and the ability of our restricted subsidiaries to:~~

	•	~~incur additional debt;~~

	•	~~incur additional secured debt and subsidiary debt;~~

	•	~~make certain distributions, investments and other restricted payments;~~

	•	~~limit the ability of restricted subsidiaries to make payments to us;~~

	•	~~issue or sell stock of restricted subsidiaries;~~

	•	~~enter into transactions with affiliates;~~

	•	~~create liens, including, but not limited to, pledges on the equity interests in our subsidiary guarantors;~~

	•	~~sell assets;~~

	•	~~enter into certain sale-leaseback transactions; and~~

	•	~~with respect to FelCor LP and FelCor, consolidate, merge or sell all of substantially all of their assets.~~

	~~These covenants are subject to a number of important limitations and exceptions.~~

Change of Control, ~~Collateral~~ Asset Sales ~~Non-Collateral Asset Sales;Event of Loss Offers~~........	If we experience a defined change of control and, under certain circumstances, if we sell ~~collateral, non-collateral~~ assets, ~~or experience an event of loss,~~ we may be required to offer to repurchase the Exchange Notes on the terms set forth in ~~the Description~~“Description of the ~~Notes and Guarantees.~~Exchange Notes.” We may not have sufficient funds available at the time of any change of control to effect the repurchase, if required.
			See “Description of the Exchange Notes — Repurchase of Notes upon a Change of Control.”



Certain Indenture Provisions..........		The indenture governing the Notes, or the Indenture, limits our ability and the ability of our restricted subsidiaries to, among other things:
				• incur additional debt; • incur additional secured debt and subsidiary debt; • make certain distributions, investments and other restricted payments; • permit restricted subsidiaries to make payments to us; • issue or sell stock of restricted subsidiaries; • enter into transactions with affiliates; • create liens, including, but not limited to, pledges on the equity interests in the Guarantors; • sell assets; • enter into certain sale-leaseback transactions; • encumber assets; and • with respect to FelCor LP and FelCor, consolidate, merge or sell all or substantially all of their assets.
	~~Risk Factors~~	These covenants are subject to a number of important limitations and exceptions. See “Description of the Exchange Notes —Covenants.”
No Public Market..............................				The Exchange Notes will be a new issue of securities for which there is currently no established market. We do not intend to apply for a listing of the Exchange Notes on any securities exchange or an automated dealer quotation system. We cannot assure you that a liquid market for the Exchange Notes will develop or be maintained.
Use of Proceeds.................................	We will not receive any proceeds from the issuance of the Exchange Notes pursuant to the Exchange Offer. See “Use of Proceeds.”
Risk Factors.......................................	You should carefully consider all ofinformation in this prospectus. In particular, you should evaluate the ~~information set forth under~~specific risks described in the ~~caption~~section titled “Risk Factors” ~~beginning on page 13 before investing~~in this prospectus and in the ~~Exchange Notes. Among the most significant~~documents incorporated by reference herein for a discussion of ~~these risk factors are:~~

		•	~~if you do not properly tender your Initial Notes, you will continue to hold unregistered Initial Notes and your ability to transfer Initial Notes will be limited;~~

		•	general economic conditions, including, among other things, unemployment, major bank failures and unsettled capital markets, sovereign debt uncertainty, the impact of the United States' military involvement in the Middle East and elsewhere, future acts of terrorism, the threat or outbreak of a pandemic disease affecting the travel industry, rising high fuel costs and increased transportation security precautions;

		•	there are significant risks associated with our planned renovation and redevelopment projects, which could adversely affect our financial condition, results of operations, or cash flows from these projects;

		•	~~we are subject to the risks of real estate ownership, which could increase our costs of operations;~~

		•	~~we are subject to the risks inherent in the hospitality industry, which include, among others,~~ risks relating to an ~~increase in competition from new hotel development, reductions in business and leisure travel as a result~~exchange of ~~new terrorist attacks or~~ the high costs and inconveniences of travel, reduced coverages and increased costs of insurance, regional or local economic, seismic or weather conditions, possible adverse effects of management franchise and license agreement requirements, and brand concentration; and

		•	~~as a REIT, we are subject~~Original Notes for the Exchange Notes. Please read that section carefully before you decide whether to ~~specific tax laws and regulations,~~exchange the ~~violation of which could subject us to significant tax liabilities.~~
				Original Notes for the Exchange Notes.




Summary Historical Consolidated Financial Information

The following tables set forth summary historical consolidated financial information for FelCor LP and FelCor. The summary historical consolidated financial information is presented as of and for the years ended December 31, 2012, 2011 and 2010. We derived the summary historical consolidated financial information for the years ended December 31, 2012, 2011 and 2010 from our consolidated financial statements and the notes thereto, audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm incorporated herein by reference.

	(in millions, except per unit data)	Year Ended December 31,
		2012			2011			2010
	Statement of Operations Data:^(a)
	Total revenues	$	910		$	855		$	777
	Loss from continuing operations^(b)	(188		)	(134		)	(112		)

	Diluted earnings per share/unit:
	FelCor - loss from continuing operations	(1.82		)	(1.46		)	(1.85		)
	FelCor LP - loss from continuing operations	(1.82		)	(1.46		)	(1.85		)

	Other Data (unaudited):
	Cash distributions declared per common unit/share^(c)	$	—		$	—		$	—
	Adjusted FFO per unit/share^(d)	(0.23		)	0.14			(0.09		)
	Adjusted EBITDA^(d)	203			203			188
	Cash flows provided by operating activities	47			46			59
	Ratio of earnings to fixed charges^(e)	(f)			(g)			(h)

	Balance Sheet Data (at end of period):
	Total assets	$	2,202		$	2,403		$	2,359
	Total debt, net of discount	1,631			1,596			1,548
	FelCor’s redeemable controlling interests in FelCor LP at redemption value	3			3			2


(a)	All years presented have been adjusted to reflect hotels no longer owned and hotels designated as held for sale as discontinued operations.

(b)	Included in loss from continuing operations are the following amounts (in millions):

		Year Ended December 31,
		2012			2011			2010
	Impairment loss	$	—		$	(4	)	$	(53	)
	Impairment loss on unconsolidated hotels	—			—			—
	Hurricane loss	(1		)	—			—
	Debt extinguishment	(74		)	(28		)	45
	Conversion expenses	(31		)	—			—
	Severance expenses	(1		)	—			—
	Gain on involuntary conversion, net	—			—			—



(in thousands)	December 31, 2012
Cash and cash equivalents	$	45,745
Short term debt:
Current portion of mortgage debt		4,752
Long term debt:
Line of Credit^(a)	56,000
Initial Notes	525,000
6.75% Senior Secured Notes	525,000
10% Senior Secured Notes (net of discount)	223,586
Knickerbocker construction loan^(b)	64,861
Mortgage debt	231,326
Total long-term debt	1,625,773
Redeemable FelCor LP Units at redemption value	2,902
Preferred Units	478,774
Common Units	(110,258		)
Accumulated other comprehensive income	26,151
Total FelCor LP partners' capital	394,667
Noncontrolling interests	27,352
Total capitalization	$	2,055,446