Gaylord will continue to own and operate the Grand Ole Opry, Ryman Auditorium and other properties.
On the completion of the deal, Gaylord will reorganize itself as a real estate investment trust, effective January 1, 2013.
The company said it will not proceed with the Aurora, Colorado hotel and convention center project in the form it previously anticipated.
It also plans to issue a special one-time dividend of about $415-$450 million, or about $8.47-$9.18 per share based on outstanding shares of about 49 million.
Separately, Marriott said it expects to earn an incentive fee in its first full year of management. The deal will add 2 cents per share to its 2013 earnings, it said.
Gaylord shares rose 12 percent to $38.51 in premarket trade. They had closed at $34.48 on Wednesday on the New York Stock Exchange.
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