NASHVILLE, Tenn.--Sep. 26, 2012--
Gaylord Entertainment Company (NYSE: GET) today announced the
organizational structure of the newly formed real estate investment
trust (REIT) Ryman Hospitality Properties, Inc. The Company intends to
elect to be taxed as a REIT for federal income tax purposes on Jan. 1,
2013.
The Company’s decision to reorganize as a REIT and sell the Gaylord
Hotels brand and the rights to manage its four Gaylord hotels,
Nashville area attractions and Radisson hotel to Marriott
International, Inc. was initially announced on May 31, 2012. The plan
was formally approved by approximately 74 percent of the Company’s
outstanding shares earlier today at the Company’s special shareholder
meeting. Ryman Hospitality Properties will be publically traded on the
NYSE under the ticker symbol RHP as of Oct.1, 2012, following the
merger of Gaylord Entertainment Company into Ryman Hospitality
Properties. After the merger, Gaylord Entertainment Company will cease
to exist. Marriott is scheduled to assume management duties at
Gaylord’s four resort properties on Oct. 1, 2012.
Ryman Hospitatlity Management
Ryman Hospitality Properties will be led by current Gaylord chairman
and CEO Colin Reed. The Company’s management team will also include
Mark Fioravanti as executive vice president and chief financial
officer, Carter Todd as executive vice president and general counsel,
Patrick Chaffin as senior vice president of asset management, Bennett
Westbrook as senior vice president of investments, design and
construction, and Steve Buchanan will be senior vice president of media
and entertainment.
In the coming months, the newly formed REIT will work with the Human
Resources Committee of the Board as well as appropriate consultants to
review the organizational structure and design a compensation plan for
executives that reflects the leaner and more efficient cost structure
associated with a REIT. The results of the plan will be disclosed as
appropriate.
As a result of the evolving needs and focus of the Company as it
transitions to the REIT structure and transfers the operations of its
properties to Marriott, several members of the Gaylord management team
will be departing, including David Kloeppel, Gaylord’s president and
chief operating officer. Mr. Kloeppel’s departure is effective as of
Nov. 1, 2012.
“The board and I would like to sincerely thank Dave, who in his 11
years at Gaylord as chief financial officer and then president and
chief operating officer, was a driving force behind many of the
operational and strategic initiatives that helped us strengthen our
group business and expand our transient and leisure offerings. We wish
Dave the best of luck in his future endeavors,” said Reed.
Changes to the Board of Directors
The Company is also announcing two changes to its Board of Directors as
part of the transition. The two directors representing TRT Holdings,
David Johnson, president and chief executive officer of Aimbridge
Hospitality, and Terrell Philen, Jr., chief financial officer for Alan
Ritchey, Inc., are resigning effective Oct. 1, 2012.
Approach to Development Projects
In addition, as previously announced, the Company will no longer view
large scale development of resort and convention center hotels as a
means for growth. As a result, the Company will not be proceeding with
the Aurora, Colo. or Mesa, Ariz. projects in the forms previously
anticipated. Recently, Gaylord informed the Mayor of Mesa, Ariz. as
well as DMB Associates, the land owner in Mesa, that it will not be
participating in the development phase.
Reed continued, “We are currently examining how the Aurora project can
be completed with minimum financial commitment by our company through
the development phase and how we could ultimately participate in the
levels of return we expect once it is open and operating. In Mesa, we
would consider opportunities for investment in the property once it is
developed and open.”
Reed concluded, “We have enjoyed an extremely productive relationship
with Marriott throughout this transition process and are more confident
than ever that we chose the right partner for this transaction. Once
the conversion takes place in the coming days, Ryman Hospitality
Properties will emerge as a company comprised of high quality, high
cash flowing resorts that have proven they can perform even in
challenging times. In addition, with our focus on the group and meeting
segment we will have a unique position and value proposition within the
hospitality REIT space. We are extremely excited about what the future
holds for this company.”
This press release contains “forward-looking statements” concerning
Gaylord’s 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,
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: conditions to closing the hotel management transfer
may not be satisfied or waived; and we may fail to qualify as a REIT by
January 1, 2013 or at all, and, if we do qualify as a REIT, we may be
unable to maintain that qualification.
About Gaylord Entertainment
Gaylord Entertainment (NYSE: GET), a leading hospitality and
entertainment company based in Nashville, Tenn., owns and operates
Gaylord Hotels (www.gaylordhotels.com),
its network of upscale, meetings-focused resorts, and the Grand Ole
Opry (www.opry.com), the weekly
showcase of country music’s finest performers for more than 85
consecutive years. Gaylord's 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 Gaylord, visit www.GaylordEntertainment.com,
or after Oct. 1, 2012 www.RymanHP.com.