Ryman Hospitality Properties, Inc.'s 3.75% Convertible Senior Notes Remain Convertible
October 01 2012 - 11:28AM
Business Wire
Ryman Hospitality Properties, Inc. (the successor in interest by
merger to Gaylord Entertainment Company) (NYSE: RHP) today
announced that its 3.75% Convertible Senior Notes due October 1,
2014, remain convertible at the option of the holders through
December 31, 2012, the last business day of the current fiscal
quarter. The company issued the notes in September 2009.
The notes remain convertible because the last reported sale
price of the company’s common stock for at least 20 trading days
during the 30 consecutive trading-day period ending on September
28, 2012, was greater than 120 percent of the conversion price in
effect on such day.
The company will deliver shares of its common stock or pay cash
upon conversion of any notes surrendered through December 31, 2012.
If shares are delivered, cash will be paid in lieu of fractional
shares only. The notes are currently convertible at a rate of
36.6972 shares of common stock per $1,000 principal amount of
notes, which is equal to a conversion price of $27.25 per
share.
There is approximately $360 million in aggregate principal
amount of notes outstanding.
If all outstanding notes are surrendered for conversion and the
company elects to deliver shares of its common stock, the aggregate
number of shares of common stock issued would be approximately 13.2
million. The notes could be convertible after December 31, 2012, if
the sale price condition described above is met in any future
fiscal quarter or if any of the other conditions to conversion set
forth in the indenture governing the notes are met.
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, Ryman Properties’ expectation to
elect REIT status and the timing and effect of that election.
Actual results may differ materially from those indicated in
forward-looking statements as a result of various important
factors, including: completing the management transfer of the
Radisson Hotel to Marriott; Ryman Properties’ 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 Ryman Properties’ ability to qualify as a
REIT effective as of January 1, 2013 or at all, and, if it does
qualify as a REIT, it may be unable to maintain that
qualification.
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