One of Gaylord Entertainment Company’s biggest shareholders last week said it intends to vote against the company’s proposed reorganization as a real-estate investment trust and its handing off of management duties to Marriott International. So does this put the deal, which comes up for a shareholder vote next week, in danger?
The short answer: No. The reason: The biggest shareholder is already on board with the plan.
Gabelli Funds, which owns a 15.12% stake in Gaylord, said it will vote its shares against the plan during the shareholder vote on 25 September. That’s not a surprise. Amit Kapoor, a VP with Gabelli & Company, told me this summer that while his company was pleased to see Gaylord taking strides to improve itself, the path chosen by Gaylord’s executives was not the route Gabelli would prefer to see.
“An outright sale of the company would be the best option … Our preferred No. 1 option would have been for it to be sold as one,” Kapoor told me. Gabelli & Company is an affiliate of Gaylord investor Mario Gabelli.
It doesn’t look like that will happen now. TRT Holdings, Gaylord’s biggest shareholder and also a vocal critic of Gaylord’s proposal, reversed course earlier this year and now intends to vote its 20% stake for the deal in exchange for a sale of stock back to Gaylord.
In addition to voting its shares in favor of Gaylord’s proposal, Gaylord executives said TRT also sold 5 million shares of Gaylord stock, at $37 per share, back to Gaylord. TRT agreed to not purchase any Gaylord shares or seek representation on Gaylord’s board for three years as part of the deal.
The 5 million shares represent 47% of TRT’s Gaylord investment. Further, TRT has commenced selling its remaining 5.6 million shares and has plans to exit its investment in Gaylord. Shares of Gaylord closed at $40.85 per share on 14 September.
Shares of Gaylord closed at $37.95 per share on 31 May when the proposed move to being a REIT and Marriott deal was announced.
It’s true that a lot could happen between now and next week’s planned shareholder vote, but analysts have told me that TRT’s agreement to vote for the changes should seal the deal’s fate.
Is Gabelli’s criticism part of an attempt to secure itself the same deal fellow shareholder TRT received? We’ll have to wait and see. But my best guess is that come the new year, Gaylord will be the newest REIT on the hotel investment scene.