Gaylord Entertainment Company’s 3.75% Convertible Senior Notes Convertible Through Ex-Dividend Date of Special Dividend
NASHVILLE, Tenn.--(BUSINESS WIRE)-- Gaylord Entertainment Company (NYSE: GET) today provided notice to the holders of its 3.75% Convertible Senior Notes due October 1, 2014, that the Notes are convertible from August 21, 2012 through the ex-dividend date for an anticipated special dividend that will be payable if the Company declares the dividend and completes its previously announced intention to reorganize and elect to be treated as a real estate investment trust or REIT for federal income tax purposes. There is no assurance that the dividend will in fact be declared.
The one-time taxable dividend, if declared, is expected to be payable in cash or shares of the Companys common stock, at each shareholders election, subject to a cap on the total amount of cash of 20% of the total amount of the special E&P distribution. The earliest date on which the Company expects to declare the special dividend is November 2, 2012, and, if declared on that date, the special dividend would be payable to shareholders of record on November 13, 2012, resulting in an ex-dividend date of November 8, 2012. The Company issued a press release publicly announcing the proposed reorganization and proposed special dividend on May 31, 2012 and included a copy of the press release, a transcript of the conference call and the Purchase Agreement as exhibits to two separate reports on Form 8-K filed with the Securities and Exchange Commission on May 31, 2012.
The Indenture under which the Notes were issued provides that if the per share value of the special dividend exceeds 10% of the last reported sale price of the Companys shares on the trading day immediately preceding the declaration date, the Notes will become convertible during a period beginning 55 business days prior to the ex-dividend date of such distribution and ending on the business day immediately preceding the ex-dividend date for such distribution.
Although the Company has not yet declared the special dividend and there is no assurance that it will ever be declared, the Company has notified Noteholders that the Notes are convertible from August 21, 2012 through the ex-dividend date of the special dividend because, depending on the actual per share amount of the special dividend and the last reported sale price of the Companys common stock on the trading day immediately preceding the declaration date, the special dividend could exceed the 10% threshold for convertibility under the Indenture.
The Notes are also currently convertible through September 30, 2012 (the last day of the current fiscal quarter). The Indenture provides that the Notes are convertible in any fiscal quarter if the last reported sale price of the Companys common stock for at least 20 trading days during the last 30 consecutive trading-day period of the immediately preceding fiscal quarter was greater than 120% of the conversion price of $27.75 per share. If that trading price condition is met for the fiscal quarter ending September 30, 2012, the Notes will also be convertible during the fiscal quarter beginning October 1, 2012 and ending on December 31, 2012.
There is approximately $360 million in aggregate principal amount of notes outstanding.
About Gaylord Entertainment (GET)
Gaylord Entertainment, a leading hospitality and entertainment company based in Nashville, Tenn., owns and operates Gaylord Hotels (http://www.gaylordhotels.com), its network of upscale, meetings-focused resorts, and the Grand Ole Opry (http://www.opry.com), the weekly showcase of country musics finest performers for more than 86 consecutive years. The Companys entertainment brands and properties include the Radisson Hotel Opryland, Ryman Auditorium, General Jackson Showboat, Gaylord Springs Golf Links, Wildhorse Saloon, and WSM-AM. For more information about the Company, visit http://www.GaylordEntertainment.com.
This press release contains statements as to the Companys beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current information. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Such factors include those described in the Companys filings made from time to time with the Securities and Exchange Commission, including those described in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and those associated with the Companys plans to qualify as a REIT for federal income tax purposes following the consummation of the Companys previously announced transaction with Marriott International, Inc., including the failure to receive, on a timely basis or otherwise, the required approvals by the Companys stockholders or the private letter ruling from the IRS; the Companys expectation to elect and qualify for REIT status and the timing and effect of that election; the Companys ability to remain qualified as a REIT; the form, timing and amount of the special E&P distribution; the Companys and Marriotts ability to consummate the sale; operating costs and business disruption may be greater than expected; and the Companys ability to realize cost savings and revenue enhancements from the proposed REIT conversion. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
Mark Fioravanti, 615-316-6588
Senior Vice President and Chief Financial Officer
Patrick Chaffin, 615-316-6282
Vice President of Strategic Planning and Investor Relations
Brian Abrahamson, 615-316-6302
Vice President of Corporate Communications
Sloane & Company
Josh Hochberg, 212-446-1892
Dan Zacchei, 212-446-1882
Source: Gaylord Entertainment CompanyCopyright Business Wire 2012