Near the end of a nine-month exploration of ways to boost their stock price, Gaylord Entertainment executives received buyout interest from one private-equity firm but opted not to pursue it as they ironed out their plan to convert into a real estate investment trust after selling the Gaylord brand and hotel management rights to Marriott.
That tidbit is one of a number of items detailed in a Securities and Exchange Commission filing submitted Wednesday by a new Gaylord subsidiary that will eventually absorb the current company and replace Gaylord Entertainment on the stock exchange. Granite Hotel Properties was formed last week to become the holding company for the entity that will control various subsidiaries for Gaylord's hotel and entertainment properties. Gaylord execs plan to complete the move Jan. 1, after they pay a one-time dividend in the fourth quarter.
Granite's first SEC filing — view it here  — outlines the process by which that merger and conversion will take place and includes plenty of legalese about the risks involved in the transaction. In a section outlining the process that got them to the Marriott deal — search for "Deutsche" — Gaylord's directors say they also signed confidentiality agreements with an unspecified number of private-equity firms and sovereign wealth funds. Those discussions yielded one expression of interest in an acquisition, but the tentative cash bid didn't appeal to directors and ended up being for less than the $37.95 at which Gaylord shares closed following the announcement of the Marriott deal.
Also mentioned elsewhere in Granite's filing: The REIT structure will require far fewer executive resources and thus lead to a "more streamlined corporate overhead and executive management structure."