Ryman Hospitality Properties, Inc. (reit) · NYSE:RHP
Ryman Hospitality Properties, Inc. (reit) — Gaylord Entertainment — Merger or Acquisition (June 2012)
25 slides from Ryman Hospitality Properties, Inc. (reit)'s merger presentation, Jun 21, 2012
Slide 1: Gaylord Entertainment Company Investor Presentation
Exhibit 99.1 Gaylord Entertainment Company Investor Presentation June 2012
Slide 2: Forward Looking Statements and Important Disclosures
FORWARD LOOKING STATEMENTS AND IMPORTANT DISCLOSURES This slide presentation contains “forward-looking statements” concerning the Gaylord Entertainment Company’s (the “Company”) goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and othe
Slide 3: Additional Information and Where to Find It
ADDITIONAL INFORMATION AND WHERE TO FIND IT The Company expects to restructure its operations in connection with the proposed REIT conversion and as part of this restructuring it intends to file with the SEC a proxy statement/prospectus and other documents regarding the proposed REIT conversion. STO
Slide 4: Interests of Participants
INTERESTS OF PARTICIPANTS The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed REIT conversion. Information regarding the Company’s directors and executive officers is
Slide 5: Situation Overview
SITUATION OVERVIEW GaylordEntertainment (“Gaylord” orthe“Company”) isa hospitality lodgingcompany witha uniquefocusonthelargegroupmeetings/convention sector On May 31, Gaylord announced its plans to sell the management company and brand for its hotel business for $210 million to Marriott Internation
Slide 6: REIT Conversion Timeline
REIT CONVERSION TIMELINE Gaylord intends to declare REIT status effective January 1, 2013 November May 31 June August October November January 2011 Boardinitiated Announcement File proxy Shareholder Marriott to Ex-dividend Conversion review of of sale of statement / vote to commence date for from C-
Slide 7: Investment Highlights
INVESTMENT HIGHLIGHTS High quality purpose-built assets Significant Flexible capital synergies from structure partnership with Marriott New Co REIT Solid organic and Unique business external growth model strategy Improving lodging fundamentals Gaylord Entertainment Co. 7
Slide 8: Overview of Current Assets
OVERVIEW OF CURRENTASSETS Gaylord a Delaware REIT GAY LO R D GAY LO R D GAY LO R D GAY LO R D RADISSON O P R Y LA N D PA L M S TEXAN NAT I O NAL NASHVILLE Year Completed 1977 2002 2004 2008 303 rooms (to be managed Location Nashville, TN Kissimmee, FL Dallas, TX Washington, D.C. rd by independent-3
Slide 9: Extensive Meeting Space and Elegant Banqueting Offerings
EXTENSIVE MEETING SPACEANDELEGANTT BANQUETING OFFERINGS Gaylord Entertainment Co. 9
Slide 10: Tastefully Decorated Rooms Provide Warmth and Comfort
TASTEFULLY DECORATED ROOMS PROVIDE WARMTH AND COMFORT Gaylord Entertainment Co.10
Slide 11: Entertaining Environments for Meeting and Networking
ENTERTAINING ENVIRONMENTS FOR MEETING AND NETWORKING Gaylord Entertainment Co.11
Slide 12: Best-In-Class Lodging REIT
BEST-IN-CLASS LODGING REIT Considerable number of rooms places the Company in the middle one-third of Rooms 8,098 thecomparable setasmeasured bytotalnumberofguestrooms1 2 SecondhighestTotalRevPARin thesector,reflectingabilitytocapture a Total RevPAR $305 greater share of guest spending EBITDA / 3 $2
Slide 13: The Gaylord Advantage
THE GAYLORD ADVANTAGE Gaylord's track record as an owner and operator of group-focused convention hotels will provide the REIT with unique asset management capabilities Understanding of preferred Deep insights and knowledge Strengths and weaknesses group destinations based on of meeting planner of o
Slide 14: Why Marriott?
WHY MARRIOTT? Significant brand and Dominant large group distribution with 66 convention hotels managed worldwide marketing scale Network hotels command 112% RevPAR index premium over competitive set Preferred operator by #1rankedpreferredbrandforbookinglargemeetingsrequiring200– 2,000rooms meeting
Slide 15: Unique Business Model
UNIQUE BUSINESS MODEL Assets custom built to serve meeting planners, resulting in a unique customer mix that provides unmatched visibility and protection Unique revenue mix and 78% group and 22% transient customers 1 visibility Average group booking window of over years 2½ The addition of Marriott w
Slide 16: Unique Model Outperformed During the Recession
UNIQUEMODELOUTPERFORMEDDURINGTHERECESSION Contractual nature of advance group bookings provides a measure of top-line protection during periods of economic volatility as–a result, Gaylord’s group-focused model outperformed during the downturn Additional upside exists beyond prior peak as Gaylord Nat
Slide 17: Group Segment Is Positioned for Recovery
GROUP SEGMENT IS POSITIONED FOR RECOVERY Lodging fundamentals suffered more Group ADR vs. Transient ADR severe declines during the downturn vs. (Year-Over-Year Growth) other sectors – Expected to recover at a stronger rate over the next few years Group ADR has lagged the transient ADR recovery and p
Slide 18: Significant Organic Growth Opportunities
SIGNIFICANT ORGANIC GROWTH OPPORTUNITIES Pursue “low-hanging-fruit” growth opportunities which include expansion opportunities at existing assets Recent capital investments present a high-return, compelling opportunity for organic growth Marriottsynergies provideanopportunity tofurtherenhancetheretu
Slide 19: Value Enhancing Acquisitions
VALUE ENHANCING ACQUISITIONS We intend to broaden the geographic diversity of our portfolio through acquisitions Acquisition opportunities will be pursued only if our cost of capital is competitive and accretive to shareholders – The REIT will seek to purchase below replacement cost and apply its gr
Slide 20: Estimated REIT Value Creation – Three Components
ESTIMATED REIT VALUE CREATION – THREE COMPONENTS In addition to the cost savings highlighted above, Gaylord expects revenue synergies from a combination of: o Marriott’s strong relationships with meeting planners and group customers o Access to Marriott Rewards program members 1 Represents taxes ass
Slide 21: Balance Sheet and Liquidity
BALANCE SHEET AND LIQUIDITY Company has no maturities until the third quarter of 2014 and has ample liquidity GaylordhaslessleveragethanthemajorityoflodgingREITs(4.5xvs.lodgingREITaverage5.4x)1 Gaylordwillhaveadequateinterestcoveragerelativeto otherlodgingREITs(6.0xvs.lodgingREITaverage3.4x)2 3 Debt
Slide 22: REIT – Dividend Policy
REIT – DIVIDEND POLICY On January 1, 2013, Gaylord Entertainment will declare its status as a Real Estate Investment Trust – AsrequiredbytheIRS,theREITwilldistributeatleast90%ofitstaxableincometoshareholders throughanannualdividend – Distributions greaterthan90%oftaxableincomewillbeat thediscretion
Slide 23: Investment Highlights
INVESTMENT HIGHLIGHTS High quality purpose-built assets Significant Flexible capital synergies from structure partnership with Marriott New Co REIT Solid organic and Unique business external growth model strategy Improving lodging fundamentals Gaylord Entertainment Co.23
Slide 24: Reconciliation of Non-GAAP Financial Metrics
RECONCILIATION OF NON-GAAP FINANCIAL METRICS
Slide 25: Reconciliation of Non-GAAP Financial Metrics
RECONCILIATION OF NON-GAAP FINANCIAL METRICS $ in thousands Full Year TTM Gaylord Entertainment Company 2011 as of 3/31/12 Net income (loss) $10,177 $18,162 (Income) loss from discontinued operations, net of taxes (109) (126) Provision (benefit) for income taxes 7,420 12,856 Other (gains) and losses
Gaylord Entertainment — Merger or Acquisition (June 2012) on 6ix