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 March 31, 2013, 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 December 31, 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 March 31, 2013. If shares are delivered, cash will be paid in lieu of fractional shares only. The notes are currently convertible at a rate of 44.4492 shares of common stock per $1,000 principal amount of notes, which is equal to a conversion price of $22.50 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 16.0 million. The notes could be convertible after March 31, 2013, 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, Inc. (NYSE: RHP), formerly known as Gaylord Entertainment Company, a leading hospitality and entertainment company based in Nashville Tennessee, has restructured its assets and operations in order to elect to be taxed as a REIT for federal income tax purposes effective as of January 1, 2013, and 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 by Marriott International include Gaylord Springs Golf Links, the Wildhorse Saloon, the General Jackson Showboat and The Inn at 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 Company’s expectation to elect REIT status and the effect of that election, future strategy. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with the Company’s ability to elect and qualify for REIT status and the timing and effect(s) of that election, the Company’s ability to remain qualified as a REIT, and the Company’s ability to execute its strategic goals as a REIT. Other factors that could cause results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission (SEC) and include the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2012, June 30, 2012 and September 30, 2012. 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.