SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2017

RANGERS SUB I, LLC

FELCOR LODGING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

(301) 280-7777

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Emerging growth company o

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

Item 2.01.             Completion of Acquisition or Disposition of Assets.

On December 14, 2017, FelCor Copley Plaza Owner L.L.C. and FelCor Copley Plaza Leasing, L.L.C., subsidiaries of FelCor Lodging Limited Partnership (“FelCor LP”), completed the sale of the 383-room Fairmont Copley Plaza hotel in Boston, MA pursuant to a Purchase and Sale Agreement, dated September 20, 2017. The Fairmont Copley Plaza hotel was sold to Iconic Copley Plaza Hotel L.L.C., an unrelated third party, for $170.0 million in cash. Iconic Copley Plaza Hotel L.L.C. has no material relationship with FelCor Copley Plaza Owner L.L.C., FelCor Copley Plaza Leasing, L.L.C., FelCor LP or any of its affiliates, other than in respect of the transaction.

Item 9.01.             Financial Statements and Exhibits.

(b)              Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements of FelCor LP for the year ended December 31, 2016 and for the nine months ended September 30, 2017, giving effect to the sale of the Fairmont Copley Plaza hotel, are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

(d)              Exhibits.

2

SIGNATURES

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

3