UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2009 (September 22, 2009)
GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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1-13079
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73-0664379 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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One Gaylord Drive
Nashville, Tennessee
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37214 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (615) 316-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 7.01 REGULATION FD DISCLOSURE.
During investor presentations for the proposed offerings described herein, Gaylord
Entertainment Company (the “Company”) expects to confirm its current belief, as of the date hereof,
that it will achieve the guidance it previously gave for 2009 in its press release dated August 4,
2009.
ITEM 8.01. OTHER EVENTS.
Tender Offer for Outstanding 8% Senior Notes Due 2013
On September 22, 2009, the Company announced that it intends to commence a cash tender offer
for up to $259,810,000 of its outstanding 8% senior notes due 2013 (the “8% Notes”) and a
solicitation of consents from holders of the Notes to effect certain proposed amendments to the
indenture governing the 8% Notes. A copy of the press release is filed herewith as Exhibit
99.1.
Proposed Common Stock and Convertible Senior Notes Offerings
On September 22, 2009, the Company issued a press release announcing that it intends to offer
5,000,000 shares of its common stock in an underwritten public offering. A copy of the press
release is filed herewith as Exhibit 99.2.
Additionally, on September 22, 2009, the Company issued a press release announcing that it
proposes to offer, subject to market and other conditions, $200,000,000 in aggregate principal
amount of convertible senior notes due 2014. A copy of the press release is filed herewith as
Exhibit 99.3.
The convertible senior notes have not been and will not be registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act of 1933, as amended.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an
offer to buy any security.
Possible Impairment Charge Related to Corporate Magic Inc.
The Company operates an events planning business through its subsidiary, Corporate Magic Inc.
For the first six months of 2009, revenues attributable to Corporate Magic were $2.8 million. Due
to recent declines in the operating performance of Corporate Magic, the Company is currently
conducting an analysis to determine whether the goodwill associated with Corporate Magic’s business
has been impaired. At June 30, 2009, the aggregate carrying value of the goodwill associated with
Corporate Magic was $6.9 million. If the Company determines that the value of Corporate Magic’s
goodwill has been impaired, then it will take a charge in its results of operations for the third
quarter of 2009 to reflect that impairment. Based upon the value of Corporate Magic’s goodwill at
June 30, 2009, the maximum non-cash, pre-tax impairment charge associated with Corporate Magic
would be $6.9 million.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release of Gaylord Entertainment Company dated September 22, 2009.
99.2 Press Release of Gaylord Entertainment Company dated September 22, 2009.
99.3 Press Release of Gaylord Entertainment Company dated September 22, 2009.