Operating Partnership to redeem their OP Units for cash or shares of the Companys common stock (which may be at the Companys election) on a
one-for-one
basis (in a taxable transaction) beginning one year (or any other specified period) after the date of issuance. The Company is the sole limited partner of the Operating Partnership and currently
owns approximately 99.5% of the OP Units in the Operating Partnership. Except as otherwise expressly provided in the Limited Partnership Agreement, the Companys subsidiary, RHP Partner, LLC, as the sole general partner, has exclusive power to
manage and conduct the business of the Operating Partnership, and the general partner, as of the date hereof, owns all of the remaining interests in the Operating Partnership.
The foregoing description of the Limited Partnership Agreement is qualified in its entirety by reference to the Limited Partnership Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.
On the Closing Date and in connection with the closing of the Purchase Agreement, the parties amended and restated the joint venture
agreements of the Gaylord Rockies joint venture to include the following terms:
Management
. A subsidiary of the Company is the
managing member and will be responsible for
day-to-day
management of the Gaylord Rockies joint venture, subject to the participation of RIDA Member as
co-managing
member with respect to governmental relations and certain capital expenditure projects. Designated major decisions are to be approved by a committee consisting of two individuals designated by Ryman and
two individuals designated by RIDA Member. Major decisions include such matters as refinancings that do not meet established parameters, future expansions of the hotel, transactions with affiliates, selling the hotel, and admitting additional
members of the Gaylord Rockies joint venture. If Ryman and RIDA Member do not agree on a designated major decision, an arbitration procedure or a
buy-sell
procedure may apply (including with respect to an
impasse on a decision with respect to a proposed merger or sale of the hotel).
Capital and Cash Distributions
. The members are
obligated to contribute capital to the Gaylord Rockies joint venture and generally will be entitled to distributions of cash amounts on a quarterly basis. Members that do not comply with capital contribution requirements may be subject to dilution
of their equity and other remedies.
Seller Affiliate Rights
. Seller Affiliates other than RIDA Member have no material rights
other than protection relating to tax matters as described below; the right to receive distributions of cash in proportion to their ownership interests in the Gaylord Rockies joint venture; the right to receive a payment in respect of infrastructure
bonds of the hotel; the right to approve specified fundamental actions including amendments to the joint venture agreement that disproportionately and adversely affect the Seller Affiliates other than RIDA Member and an agreement that would make the
Seller Affiliates other than RIDA Member personally liable for joint venture debt, and the put right and
tag-along
rights described below.
Agreements with Affiliates
. The Gaylord Rockies joint venture will pay an affiliate of Ryman an annual asset management fee equal to 1%
of the gross revenues of the hotel. The Gaylord Rockies joint venture will pay an affiliate of RIDA Member a development fee equal to 1% of the development budget (excluding contingency) for certain capital expenditure projects and a capital
expenditure consulting fee equal to $250,000 per year.
Restrictions on Transfers; Put Rights
. The amended and restated Gaylord
Rockies joint venture agreements contain provisions restricting transfers of interests in the Gaylord Rockies joint venture other than permitted transfers. Pursuant to the terms of the amended and restated joint venture agreements, certain Seller
Affiliates acquired a put right to require the Company to purchase their Gaylord Rockies joint venture interests at an appraised value during an annual window period, in consideration of cash or OP Units of the Operating Partnership. Such put right
may be exercised for a number of OP Units, which have economic terms that are substantially similar to shares of the Companys common stock. Ryman anticipates the number of OP Units issuable to be less than one percent of the number of
outstanding shares of its common stock. Any OP Units issued by the Operating Partnership to the Seller Affiliates will be redeemable at the option of the holders thereof for cash or shares of the Companys common stock on a
one-for-one
basis, subject to certain adjustments, in accordance with the terms of the Limited Partnership Agreement.
The Seller Affiliates put right may also be exercised if the members of the Gaylord Rockies joint venture are required to make capital
contributions to the Gaylord Rockies joint venture or are requested to guarantee certain indebtedness. The Seller Affiliates other than RIDA Member also have the right to tag along and sell their interests in connection with transfers by
Ryman or RIDA Member that are not permitted transfers. RIDA Member also has a put right to cause Ryman to purchase its interest in the Gaylord Rockies joint venture at an appraised value for cash, which right