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Gaylord Entertainment Company’s 3.75% Convertible Senior Notes Are Now Convertible

Stocks in this article: GET

Gaylord Entertainment Company (NYSE: GET) today announced that its 3.75% Convertible Senior Notes due October 1, 2014, are now convertible at the option of the holders and will remain convertible through September 28, 2012, the last business day of the current fiscal quarter. The company issued the notes in September 2009.

The notes have become 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 June 30, 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 September 28, 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 September 28, 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 Gaylord Entertainment

Gaylord Entertainment, 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 86 consecutive years. The Company'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 the Company, visit www.GaylordEntertainment.com.

This press release contains statements as to the Company’s 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 Company’s filings made from time to time with the Securities and Exchange Commission, including those described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and those associated with the Company’s plans to qualify as a real estate investment trust (“REIT”) for federal income tax purposes following the consummation of the Company’s previously announced transaction with Marriott International, Inc., including the failure to receive, on a timely basis or otherwise, the required approvals by the Company’s stockholders or the private letter ruling from the IRS; the Company’s expectation to elect and qualify for REIT status and the timing and effect of that election; the Company’s ability to remain qualified as a REIT; the form, timing and amount of the special earnings and profits distribution; the Company’s and Marriott ’s ability to consummate the sale; operating costs and business disruption may be greater than expected; and the Company’s 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.

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