Ryman Hospitality Declares Special Dividend; Major Step in Planned REIT Conversion

  Ryman Hospitality Declares Special Dividend; Major Step in Planned REIT
  Conversion

Business Wire

NASHVILLE, Tenn. -- November 02, 2012

Ryman Hospitality Properties, Inc. (NYSE: RHP) today announced that its board
of directors declared a special dividend in the amount of $6.84 per share of
common stock, or an aggregate of $309.7 million based on shares outstanding,
in connection with Ryman Hospitality Properties’ plan to qualify as a real
estate investment trust (REIT) for federal income tax purposes effective as of
January 1, 2013. The special dividend is part of the Company’s plan to
distribute its previously undistributed accumulated earnings and profits
attributable to tax periods ending prior to January 1, 2013. The special
dividend is payable to stockholders of record as of November 13, 2012,
resulting in an ex-dividend date of November 8, 2012 under New York Stock
Exchange guidelines. Ryman expects to pay the special dividend on December 21,
2012.

Stockholders will have the option to elect to receive the special dividend in
cash or shares of common stock, with the total amount of cash payable to
stockholders limited to a maximum of 20 percent, or approximately $61.9
million, of the total value of the special dividend. If the total amount of
cash elected by stockholders exceeds 20 percent of the total value of the
special dividend, the available cash will be prorated among those stockholders
who elect to receive cash, and the remaining portion of the special dividend
will be paid in shares of common stock. Stockholders who do not make a timely
election will receive their special dividend in shares of common stock. The
total number of shares of common stock to be distributed will be determined
based on stockholder elections and the average closing price per common share
on the New York Stock Exchange on the three trading days following December 7,
2012, the date that election forms are due.

“The special dividend brings us one step closer to completing our conversion
to a REIT effective January 1, 2013,” said Colin Reed, chairman, CEO and
president of Ryman Hospitality Properties. “We believe the REIT structure will
support our strategic direction and the tax efficiency of the REIT structure
will provide a benefit to our shareholders.”

Promptly after November 13, 2012, election forms and materials will be mailed
to registered stockholders. Election forms must be received by Ryman’s
transfer agent by December 7, 2012.

Registered stockholders who have questions regarding the special dividend
election may contact Computershare Shareholder Services at 1-877-581-5548. If
your shares are held by a bank, broker or nominee and you have questions
regarding the special dividend election, please contact such bank, broker or
nominee.

In addition, as a result of declaring the special dividend, effective
immediately after the opening of business on November8, 2012, the conversion
rate of Ryman’s outstanding 3.75 percent convertible notes due 2014 will
adjust from a conversion rate of 36.6972 per $1,000 principal amount of notes,
which is equivalent to a conversion price of $27.25 per share, to 44.4492 per
$1,000 principal amount of notes, which is equivalent to a conversion price of
$22.50 per share.

Pursuant to customary anti-dilution adjustments, effective at the opening of
business on November8, 2012, the strike price of our call options related to
the convertible notes will be adjusted to $22.50 per share of common stock and
the exercise price of the common stock warrants we issued will be adjusted in
a similar manner.

Ryman also noted that its board of directors elected Colin Reed, our Chairman
and Chief Executive Officer, to the additional office of President of the
company effective November 2, 2012.

About Ryman Hospitality Properties, Inc.

Ryman Hospitality Properties, Inc. (NYSE: RHP), formerly known as Gaylord
Entertainment Company, a leading hospitality and entertainment company based
in Nashville Tennessee, is in the process of restructuring its assets and
operations in order to elect to be taxed as a real estate investment trust
(REIT) for federal income tax purposes effective as of January 1, 2013, at
which time, Ryman Hospitality Properties intends to specialize in
group-oriented, destination hotel assets in urban and resort markets. Ryman
Hospitality Properties’ owned assets include a network of four upscale,
meetings-focused resorts totaling 7,795 rooms that are managed by world-class
lodging operator Marriott International under the Gaylord Hotels brand. Other
owned assets, managed or to be managed by an independent third-party manager
prior to the REIT election, include Gaylord Springs Golf Links, the Wildhorse
Saloon, the General Jackson Showboat and the Radisson Hotel Opryland, a
303-room overflow hotel adjacent to Gaylord Opryland. Ryman Hospitality
Properties also owns and operates a number of media and entertainment assets
including the Grand Ole Opry (opry.com), the legendary weekly showcase of
country music’s finest performers for nearly 90 years; the Ryman Auditorium,
the storied former home of the Grand Ole Opry located in downtown Nashville;
and WSM-AM, the Opry’s radio home. For additional information about Ryman
Hospitality Properties, visit www.rymanhp.com.

This press release contains “forward-looking statements” concerning the
Company’s goals, beliefs, expectations, strategies, objectives, plans, future
operating results and underlying assumptions, and other statements that are
not necessarily based on historical facts. Examples of these statements
include, but are not limited to, statements regarding the expected form,
timing and amount of the special dividend, and the Company’s expectation to
elect REIT status and the timing and effect of that election. Actual results
may differ materially from those indicated in forward-looking statements as a
result of various important factors, including: completing the management
transfer of the Radisson Hotel to Marriott, the Company’s ability to realize
cost savings and revenue enhancements from the Marriott transaction and REIT
conversion, the Company’s ability to execute its strategic goals as a REIT,
the expected form, timing and amount of the special dividend and the Company’s
ability to qualify as a REIT effective as of January 1, 2013 or at all, and,
to maintain that qualification.

Contact:

Investor Relations:
Ryman Hospitality Properties, Inc.
Mark Fioravanti, 615-316-6588
Executive Vice President and Chief Financial Officer
mfioravanti@rymanhp.com
or
Patrick Chaffin, 615-316-6282
Senior Vice President of Asset Management
pchaffin@rymanhp.com
or
Media:
Ryman Hospitality Properties, Inc.
Brian Abrahamson, 615-316-6302
Vice President of Corporate Communications
babrahamson@rymanhp.com
or
Sloane & Company
Josh Hochberg, 212-446-1892
jhochberg@sloanepr.com
or
Dan Zacchei, 212-446-1882
dzacchei@sloanepr.com
 
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