Gaylord Entertainment Completes the Sale of the Gaylord Hotels Brand & Hotel Management Rights to Marriott International; Mer...
October 01 2012 - 8:51AM
Business Wire
Gaylord Entertainment Company today completed the sale of the
Gaylord Hotels brand and the rights to manage its four hotels to
Marriott International, Inc. (NYSE: MAR) for $210 million. In
addition to assuming the management responsibilities for Gaylord’s
four hotels, Marriott also assumed the management responsibilities
for local Nashville attractions such as the General Jackson
Showboat, Gaylord Springs Golf Links and Wildhorse Saloon today.
Marriott is expected to assume management duties for the Radisson
Hotel (to be renamed the Inn at Opryland) on December 1, 2012.
As a restructuring step in its proposed conversion to a REIT,
Gaylord also merged with and into its wholly-owned subsidiary,
Ryman Hospitality Properties, Inc. Ryman Properties, the successor
to Gaylord’s business, is trading today on the NYSE under the
ticker symbol RHP. As a result of the merger, the outstanding
shares of Gaylord common stock converted into the right to receive
the same number of shares of Ryman Properties common stock. Ryman
Properties intends to elect to be taxed as a REIT for federal
income tax purposes effective as of January 1, 2013.
“We are excited that the Marriott transaction is now complete
and we are another step closer to officially operating under the
REIT structure,” said Colin V. Reed, Ryman Properties chairman and
chief executive officer. “We chose Marriott as a partner for this
transaction because they share our commitment to building a strong
employee culture and delivering a superior customer experience.
After completing this transition we are more confident than ever
that working with Marriott, we will be able to achieve significant
cost synergies within our business and drive additional revenue at
our properties, ultimately benefitting our shareholders and
positioning our company for sustained growth.”
Arne Sorenson, Marriott’s president and chief executive officer,
said, “We are excited to complete this transaction and begin
managing these fantastic properties. All along, our relationship
with Colin Reed and his team, as well as the Gaylord organization,
has been excellent and the transition process involving the hotels
and their STARs has been exceptionally collaborative. We look
forward to our Gaylord guests continuing to get the superb service
and have the wonderful experiences they expect.”
Also in conjunction with its proposed conversion to a REIT,
Ryman Properties expects to declare a special dividend on shares of
its common stock in November to purge its C corporation earnings
and profits. The special dividend will generally be treated as a
taxable distribution to stockholders. Ryman Properties stockholders
entitled to the special dividend will have the option to elect to
receive the special dividend in the form of cash or shares of Ryman
Properties common stock. Ryman Properties expects to limit the
total amount of cash payable in the special dividend to a maximum
of 20% of the total value of the special dividend. The balance of
the special dividend will be in the form of shares of Ryman
Properties common stock. If the total amount of cash elected by
stockholders exceeds 20% of the total value of the special
dividend, then, in general, the available cash will be prorated
among those stockholders that elect to receive cash. Additional
details and consequences of the special dividend, if and when it is
declared by the board of directors, will be described to
stockholders in the election form and accompanying materials that
will be mailed to stockholders in connection with the special
dividend.
About Ryman Hospitality Properties,
Inc.
Ryman Hospitality Properties (NYSE: RHP), formerly known as
Gaylord Entertainment Company, a leading hospitality and
entertainment company based in Nashville Tennessee, is in the
process of restructuring its assets and operations in order to
elect to be taxed as a real estate investment trust (REIT) for
federal income tax purposes effective as of January 1, 2013, at
which time, Ryman Properties intends to specialize in
group-oriented, destination hotel assets in urban and resort
markets. Ryman Properties’ owned assets include a network of four
upscale, meetings-focused resorts totaling 7,795 rooms that are
managed by world-class lodging operator Marriott International
under the Gaylord Hotels brand (gaylordhotels.com). Other owned
assets, managed or to be managed by an independent third-party
manager prior to the REIT election, include Gaylord Springs Golf
Links, the Wildhorse Saloon, the General Jackson Showboat and the
Radisson Hotel Opryland, a 303-room overflow hotel adjacent to
Gaylord Opryland. Ryman Properties also owns and operates a number
of media and entertainment assets including the Grand Ole Opry
(opry.com), the legendary weekly showcase of country music’s finest
performers for nearly 90 years; the Ryman Auditorium, the storied
former home of the Grand Ole Opry located in downtown Nashville;
and WSM-AM, the Opry’s radio home and the only clear-channel
station in the U.S. broadcasting music. For additional information
about Ryman Properties, visit www.rymanhp.com.
This press release contains “forward-looking statements”
concerning Ryman Properties’ goals, beliefs, expectations,
strategies, objectives, plans, future operating results and
underlying assumptions, and other statements that are not
necessarily based on historical facts. Examples of these statements
include, but are not limited to, statements regarding our
expectation to contract management functions to Marriott, the
expected revenue and cost synergies from the Marriott transaction
and REIT conversion, the expected form, timing and amount of the
special dividend, our expectation to elect REIT status and the
timing and effect of that election. Actual results may differ
materially from those indicated in our forward-looking statements
as a result of various important factors, including: completing the
management transfer of the Radisson Hotel to Marriott, our ability
to realize cost savings and revenue enhancements from the Marriott
transaction and REIT conversion, the expected form, timing and
amount of the special dividend and our ability to qualify as a REIT
effective as of January 1, 2013 or at all, and, if we do qualify as
a REIT, we may be unable to maintain that qualification.
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