Gaylord Entertainment Company (NYSE:GET) today issued a statement in response to the so-called “open letter” to the stockholders of Gaylord Entertainment Company from TRT Holdings, Inc. (“TRT”). Gaylord continues to believe that the sale of rights to manage its hotels to Marriott International, Inc. and the Company’s subsequent conversion to a real estate investment trust (REIT) are in the best interest of its stockholders. The Company would also note that the proposed transaction was unanimously approved by the Gaylord Board of Directors, including the two Gaylord Board members designated by TRT – one of whom is the former Chief Financial Officer of TRT and the other is the Chief Executive Officer of a large hotel management company.
As Gaylord has described previously, the Company engaged in an extended process to consider alternatives to increase long-term value for stockholders. Among the alternatives considered were the current proposed transaction (which solicited interest in acquiring our management contracts from four hotel operators including TRT) as well as indications of interest to acquire the entire Company. TRT had the opportunity to participate in each leg of that process and ultimately failed to present a proposal with respect to either one, despite being granted every conceivable due diligence information request and extended periods of time to develop any proposal.
The proposed transaction which will result from the sale of the management contracts and the conversion of the Company to a REIT is the result of multiple rounds of bidding with the hotel operators who expressed interest in acquiring rights to manage Gaylord’s hotels, and intensive negotiations over all of the terms of the management contracts. Early on in the process, Gaylord engaged Hogan Lovells LLP as special counsel solely for the purpose of representing the Company’s interests in negotiating the management contracts. Hogan Lovells worked with the Company’s management team and financial advisor to obtain the best possible results in the negotiations with each bidder. The result of that process is a set of terms that the Company believes are extraordinarily favorable to Gaylord. Commenting on the proposed management agreements, Bruce Parmley, a partner at Hogan Lovells, said, “My partner and I who represented Gaylord have a collective 50 years of experience in structuring and negotiating hotel management agreements with all of the well-known national and international brands of four and five star hotels, almost exclusively on behalf of owners and investors. It is fair to say that the economic and legal terms for the proposed Gaylord/Marriott management agreements, taken as a whole, represent an excellent set of terms for a hotel owner and compare very favorably from the owner’s perspective with other transactions in the industry, and we so advised Gaylord’s Board in their consideration.”