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): April 19, 2007 (April 18, 2007)
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 |
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| 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Gaylord Entertainment Company (the “GEC”), a Delaware corporation, and ResortQuest
International, Inc., a Delaware corporation and indirect wholly-owned subsidiary of GEC (“RQI”),
entered into a Stock Purchase Agreement dated as of April 18, 2007 (the “Purchase Agreement”), with
Vacation Holdings Hawaii, Inc., a Delaware corporation (“Purchaser”), and Interval Acquisition
Corp, a Delaware corporation.
Under the terms of the Purchase Agreement, Purchaser will acquire from RQI all of the
outstanding stock of RQI Holdings, Ltd., a Hawaii corporation, and ResortQuest Real Estate of
Hawaii, Inc., a Hawaii corporation. The purchase price will be $109,125,000, payable in cash in
full at closing, and is subject to a post-closing adjustment based on the working capital of the
acquired entities as of the closing. GEC (directly or through a wholly-owned subsidiary) will
continue to hold its 19.9% ownership interest in RHAC Holdings, LLC
and its 18.1% ownership interest in Waipouli Holdings LLC,
which ownership interests will be excluded from this transaction.
The Purchase Agreement contains various representations and warranties and covenants by the
parties to such agreement and related indemnification obligations. The transaction is subject to
various closing conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
On
April 19, 2007, GEC issued a press release announcing the execution of the Purchase
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference
to the Purchase Agreement, which is attached as Exhibit 10.1 and incorporated herein by
this reference.
ITEM 7.01 REGULATION FD.
On
April 19, 2007, GEC issued a press release announcing the execution of the Purchase
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits |
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10.1
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Stock Purchase Agreement dated as
of April 18, 2007 by and among Gaylord
Entertainment Company, ResortQuest International, Inc., Vacation Holdings Hawaii,
Inc., and Interval Acquisition Corp. |
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99.1
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Press Release of Gaylord
Entertainment Company dated April 19, 2007. |
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