Gaylord Entertainment Company (NYSE: GET) today provided notice to the holders of its 3.75% Convertible Senior Notes due October 1, 2014, that the Notes are convertible from August 21, 2012 through the ex-dividend date for an anticipated special dividend that will be payable if the Company declares the dividend and completes its previously announced intention to reorganize and elect to be treated as a “real estate investment trust” or “REIT” for federal income tax purposes. There is no assurance that the dividend will in fact be declared.
The one-time taxable dividend, if declared, is expected to be payable in cash or shares of the Company’s common stock, at each shareholder’s election, subject to a cap on the total amount of cash of 20% of the total amount of the special E&P distribution. The earliest date on which the Company expects to declare the special dividend is November 2, 2012, and, if declared on that date, the special dividend would be payable to shareholders of record on November 13, 2012, resulting in an ex-dividend date of November 8, 2012. The Company issued a press release publicly announcing the proposed reorganization and proposed special dividend on May 31, 2012 and included a copy of the press release, a transcript of the conference call and the Purchase Agreement as exhibits to two separate reports on Form 8-K filed with the Securities and Exchange Commission on May 31, 2012.
The Indenture under which the Notes were issued provides that if the per share value of the special dividend exceeds 10% of the last reported sale price of the Company’s shares on the trading day immediately preceding the declaration date, the Notes will become convertible during a period beginning 55 business days prior to the ex-dividend date of such distribution and ending on the business day immediately preceding the ex-dividend date for such distribution.