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Press release from Business Wire

Ryman Hospitality Properties, Inc.'s 3.75% Convertible Senior Notes Remain Convertible

Monday, October 01, 2012

Ryman Hospitality Properties, Inc.'s 3.75% Convertible Senior Notes Remain Convertible11:28 EDT Monday, October 01, 2012 NASHVILLE, Tenn. (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. Investor Relations:Ryman Hospitality Properties, Inc.Mark Fioravanti, 615-316-6588Executive Vice President and Chief Financial Officermfioravanti@rymanhp.com~or~Ryman Hospitality Properties, Inc.Patrick Chaffin, 615-316-6282Senior Vice President of Asset Managementpchaffin@rymanhp.comorMedia:Ryman Hospitality Properties, Inc.Brian Abrahamson, 615-316-6302Vice President of Corporate Communicationsbabrahamson@rymanhp.com~or~Sloane & CompanyJosh Hochberg or Dan Zacchei212-446-1892 or 212-446-1882jhochberg@sloanepr.com or dzacchei@sloanepr.com