Gaylord Entertainment (GET) Enters $185M Repurchase Agreement with TRT Holdings
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Gaylord Entertainment Company (NYSE: GET) announced that on August 6, 2012 it entered into an agreement with TRT Holdings, Inc. pursuant to which the Company repurchased five million shares of the Company’s common stock from TRT Holdings concurrently with the execution and delivery of the agreement. The aggregate purchase price in the privately negotiated transaction was $185 million, or $37.00 per share. The Company funded the purchase price with borrowings under its existing $925 million credit facility.
Under the terms of the repurchase agreement, TRT Holdings has agreed to vote all of the remaining shares it holds in favor of the proposals to be presented at the special meeting of the Company’s stockholders to be held in connection with the Company’s plan to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. Under a standstill provision in the repurchase agreement, TRT Holdings and affiliated parties of TRT Holdings have agreed not to purchase any of the Company’s securities and not to seek to influence the Company’s board of directors or the Company’s policies for a period of three years. In addition, under the repurchase agreement, each of the Company, TRT Holdings, and affiliates of TRT Holdings has agreed not to disparage the other party during such three-year period. The Company also agreed to file a registration statement for an underwritten offering of TRT Holdings’ remaining approximately 5.6 million shares of the Company’s common stock, which would allow TRT Holdings the opportunity to exit the remainder of its position.
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Under the terms of the repurchase agreement, TRT Holdings has agreed to vote all of the remaining shares it holds in favor of the proposals to be presented at the special meeting of the Company’s stockholders to be held in connection with the Company’s plan to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. Under a standstill provision in the repurchase agreement, TRT Holdings and affiliated parties of TRT Holdings have agreed not to purchase any of the Company’s securities and not to seek to influence the Company’s board of directors or the Company’s policies for a period of three years. In addition, under the repurchase agreement, each of the Company, TRT Holdings, and affiliates of TRT Holdings has agreed not to disparage the other party during such three-year period. The Company also agreed to file a registration statement for an underwritten offering of TRT Holdings’ remaining approximately 5.6 million shares of the Company’s common stock, which would allow TRT Holdings the opportunity to exit the remainder of its position.
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