NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 2, 2012--
Ryman Hospitality Properties, Inc. (NYSE: RHP) today announced that its
board of directors declared a special dividend in the amount of $6.84
per share of common stock, or an aggregate of $309.7 million based on
shares outstanding, in connection with Ryman Hospitality Properties’
plan to qualify as a real estate investment trust (REIT) for federal
income tax purposes effective as of January 1, 2013. The special
dividend is part of the Company’s plan to distribute its previously
undistributed accumulated earnings and profits attributable to tax
periods ending prior to January 1, 2013. The special dividend is payable
to stockholders of record as of November 13, 2012, resulting in an
ex-dividend date of November 8, 2012 under New York Stock Exchange
guidelines. Ryman expects to pay the special dividend on December 21,
Stockholders will have the option to elect to receive the special
dividend in cash or shares of common stock, with the total amount of
cash payable to stockholders limited to a maximum of 20 percent, or
approximately $61.9 million, of the total value of the special dividend.
If the total amount of cash elected by stockholders exceeds 20 percent
of the total value of the special dividend, the available cash will be
prorated among those stockholders who elect to receive cash, and the
remaining portion of the special dividend will be paid in shares of
common stock. Stockholders who do not make a timely election will
receive their special dividend in shares of common stock. The total
number of shares of common stock to be distributed will be determined
based on stockholder elections and the average closing price per common
share on the New York Stock Exchange on the three trading days following
December 7, 2012, the date that election forms are due.
“The special dividend brings us one step closer to completing our
conversion to a REIT effective January 1, 2013,” said Colin Reed,
chairman, CEO and president of Ryman Hospitality Properties. “We believe
the REIT structure will support our strategic direction and the tax
efficiency of the REIT structure will provide a benefit to our
Promptly after November 13, 2012, election forms and materials will be
mailed to registered stockholders. Election forms must be received by
Ryman’s transfer agent by December 7, 2012.
Registered stockholders who have questions regarding the special
dividend election may contact Computershare Shareholder Services at
1-877-581-5548. If your shares are held by a bank, broker or nominee and
you have questions regarding the special dividend election, please
contact such bank, broker or nominee.
In addition, as a result of declaring the special dividend, effective
immediately after the opening of business on November 8, 2012, the
conversion rate of Ryman’s outstanding 3.75 percent convertible notes
due 2014 will adjust from a conversion rate of 36.6972 per $1,000
principal amount of notes, which is equivalent to a conversion price of
$27.25 per share, to 44.4492 per $1,000 principal amount of notes, which
is equivalent to a conversion price of $22.50 per share.
Pursuant to customary anti-dilution adjustments, effective at the
opening of business on November 8, 2012, the strike price of our call
options related to the convertible notes will be adjusted to $22.50 per
share of common stock and the exercise price of the common stock
warrants we issued will be adjusted in a similar manner.
Ryman also noted that its board of directors elected Colin Reed, our
Chairman and Chief Executive Officer, to the additional office of
President of the company effective November 2, 2012.
About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (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 Hospitality Properties intends to
specialize in group-oriented, destination hotel assets in urban and
resort markets. Ryman Hospitality 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. 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 Hospitality
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. For additional
information about Ryman Hospitality Properties, visit www.rymanhp.com.
This press release contains “forward-looking statements” concerning
the Company’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 the expected form, timing and amount of the special dividend,
and the Company’s 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, the Company’s ability to realize cost savings and
revenue enhancements from the Marriott transaction and REIT conversion,
the Company’s ability to execute its strategic goals as a REIT, the
expected form, timing and amount of the special dividend and the
Company’s ability to qualify as a REIT effective as of January 1, 2013
or at all, and, to maintain that qualification.
Source: Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc.
Executive Vice President and Chief
Senior Vice President of Asset Management
Hospitality Properties, Inc.
Brian Abrahamson, 615-316-6302
President of Corporate Communications
Josh Hochberg, 212-446-1892