POSTED: 1:30 a.m. HST, Jun 1, 2012
Marriott International Inc., the largest publicly traded U.S. lodging chain, agreed to buy Gaylord Entertainment Co.'s hotel brand and management company for $210 million to expand its convention business.
The transaction will add four hotels and about 7,800 rooms to Marriott's management portfolio, the Bethesda, Md.-based company said in a statement Thursday. Gaylord, based in Nashville, Tenn., will continue to own the properties and will reorganize as a real estate investment trust.
Gaylord, owner of the Grand Ole Opry and Ryman Auditorium country music attractions, has been reviewing its structure and aims to cut its tax bill with the REIT status. The company's hotel and convention centers, which include the flagship Gaylord Opryland in Nashville, have about 2 million square feet of meeting space.
"Marriott will be able to capture even a greater share of the major event market," Marriott Chief Executive Officer Arne Sorenson said in the statement. "As a new REIT owner, Gaylord Entertainment should benefit from improved hotel profitability associated with Marriott's ability to generate substantial cost savings and incremental demand."
Gaylord shares rose 10 percent at Thursday's close in New York to $37.95, a four-year high. Marriott gained 1.1 percent to $38.71.
Marriott's hotels with convention businesses include the Orlando World Center Marriott in Florida, the San Diego Marriott Marquis & Marina and the New York Marriott Marquis in Manhattan's Times Square. The company will operate the Gaylord hotels under management agreements with an initial term of 35 years. It expects the deal to increase earnings by 2 cents a share next year.
"This is a more accretive transaction than purchasing back our own stock," Sorenson said during a call with investors.
The deal, expected to be completed in October, is conditioned on Gaylord's shareholders approving the REIT conversion. Real estate investment trusts can avoid paying corporate taxes in the U.S. when they distribute at least 90 percent of their net income as dividends.
Gaylord expects annualized cost savings from the transactions, management fees aside, to be as much as $40 million, the company said in a separate statement. It will continue to own its other attractions as taxable REIT units.
"The REIT structure allows us to benefit from a more efficient tax structure, and establish a platform to grow our distinct asset base through organic growth of our existing portfolio and, in time, through strategic acquisitions," Colin Reed, Gaylord's chairman and CEO, said in the statement.
Gaylord, which traces its roots to an Oklahoma publishing and media company founded by Edward King Gaylord in 1903, generated 93 percent of its revenue last year from its hotel operations, according to the company's annual regulatory filing.
The company posted losses for two years starting in 2009 as bookings and room rates fell amid the recession, and as a May 2010 flood caused severe damage to its Nashville properties, including the Opry. Even as the company returned to profit in 2011, the stock lost about a third of its value.
The company's shareholders include Mario Gabelli's Gamco Investors Inc., which led a campaign to let a poison pill guarding against unwanted takeovers expire. Shareholders voted in favor of the plan last month.
Billionaire John Paulson took a 2.8 percent stake in the company in the first quarter, making him Gaylord's eighth-biggest shareholder, according to a regulatory disclosure filed in mid-May by his investment firm Paulson & Co., which manages about $24 billion.