By Rebecca Melvin
New York, Sept. 23 - Gaylord Entertainment Co. priced an upsized $300 million of five-year convertible senior notes after the market close Wednesday at par to yield 3.75% with an initial conversion premium of 25%, according to a syndicate source.
Initially the Rule 144A offering was talked at $200 million in size.
Pricing came at the midpoint of talk for the coupon, which was 3.5% to 4%, and at the rich end of talk for the initial conversion premium, which was 20% to 25%.
There is an upsized over-allotment option for $60 million of additional notes, up from $40 million.
Concurrently Gaylord priced an upsized 6 million of common stock at $21.80. Initially 5 million shares were expected to be priced.
Deutsche Bank Securities Inc. was left lead bookrunner, with Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Wells Fargo as joint bookrunners.
The bonds are non-callable for life with no puts.
Gaylord will use a portion of the convertible offering proceeds to enter into convertible note hedge transactions with affiliates of one or more of the initial purchasers of the notes. It will also enter into separate warrant transactions with affiliates of one or more of the initial purchasers.
Remaining proceeds, together with other proceeds and cash on hand, will be used to repurchase Gaylord's $259.8 million of 8% senior notes due 2013 and for general corporate purposes.
Gaylord is a Nashville hospitality and entertainment company.
| Issuer: | Gaylord Entertainment Co.
|
| Issue: | Convertible senior notes
|
| Amount: | $300 million, upsized from $200 million
|
| Greenshoe: | $60 million, upsized from $40 million
|
| Maturity: | 2014
|
| Bookrunners: | Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Citigroup Global Markets Inc., Wells Fargo
|
| Concurrent stock offering: | 6 million shares, upsized from 5 million, at $21.80 a share
|
| Coupon: | 3.75%
|
| Price: | Par, $1,000
|
| Yield: | 3.75%
|
| Conversion premium: | 25%
|
| Conversion price: | $27.25
|
| Conversion ratio: | 36.6972
|
| Call protection: | Non-callable
|
| Puts: | None
|
| Price talk: | 3.5%-4%, up 20%-25%
|
| Takeover protection: | Yes
|
| Dividend protection: | Yes
|
| Pricing date: | Sept. 23
|
| Settlement date: | Sept. 29
|
| Distribution: | Rule 144A
|
| Stock symbol: | NYSE: GET
|
| Stock reference price: | $21.80
|
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