Gaylord stockholder opposes Marriott deal

A possible monkey wrench has been thrown into Marriott International’s plans to acquire the brand and hotel managment contracts of Gaylord Entertainment, owner of Gaylord National Resort and Convention Center at National Harbor in Oxon Hill, plus three other hotels.

Last month, the Bethesda and Nashville, Tenn., companies announced the $210 million deal, which also calls for Gaylord shareholders to approve their company’s conversion to a real estate investment trust.

On Tuesday, James D. Caldwell, president of TRT Holdings urged fellow Gaylord shareholders to reject the deal, saying it’s not in the “best long-term interests” of the company and its stockholders. TRT is the largest owner of Gaylord stock, with almost 22 percent. The Irving, Texas, company also owns Omni Hotels & Resorts and Gold's Gym International.

The deal “is biased in favor of Marriott and appears to have been poorly negotiated by Gaylord on behalf of the REIT Owner,” Caldwell wrote in a letter to shareholders. “The Marriott Agreement does not fairly balance the rights of the REIT Owner with the rights of Marriott.”

The deal would leave Gaylord “burdened by excessive overhead” and impair its value and marketability, he wrote. The agreement, which could run 65 years, contains “onerous restrictions” on Gaylord, including letting Marriott nix any potential sale of the hotels — an assertion that Gaylord disputes.

Instead, Gaylord should continue “to operate in the current format, with streamlined operations and a robust growth strategy” for “future stockholder value creation and the preservation of options for future value-creating transactions.”

In a statement, Gaylord spokesman Brian Abrahamson said the company “continues to believe that our announced conversion to a REIT and the signing of a managmenent agreement with Marriott is in the best interest of all our stockholders and generates the most long-term value. Our full description of the process and reasons for recommending this transaction will be fully detailed in our forthcoming proxy statement to stockholders.

“We are quite candidly surprised by TRT’s 13D filing, given TRT’s involvment in every stage of this process, including participating in the bidding process for the management contract and exploring an offer to acquire Gaylord Entertainment,” said Abrahamson, who added that the company has not set a date for a shareholder vote.

Thomas Marder, a Marriott spokesman, said it’s a “matter between Gaylord and the shareholder,” adding that there are some inaccuracies in Caldwell’s letter that mischaracterize the agreement. He called the agreement fair to both companies — “it’s a win-win” — and said the process was “competitive” and that Gaylord was advised by knowledgeable industry people.

“We look forward to closing the transaction,” probably in October, he said.

Sinclair to pay $453M for seven TV stations

Sinclair Broadcast Group of Hunt Valley agreed to pay $412.5 million to Newport Television for six television stations in five markets that together reach 3 percent of TV households in the U.S.

"The Newport stations acquisition is consistent with our focus of adding ‘big four’ affiliates in mid-sized markets and strengthening our in-market positions,” Sinclair CEO David Smith said in a statement.

The deal includes CBS affiliates in Cincinnati and Harrisburg, Pa.; NBC affiliates in San Antonio and Mobile, Ala; a Fox affiliate in Wichita, Kan.; and an independent station in Mobile.

Sinclair also is acquiring Newport's rights under local marketing agreements with a CW affiliate in Harrisburg and an MNT station in Wichita.

Sinclair also agreed to pay Bay Television $40 million for its MNT station in Tampa, Fla., which Sinclair has operated since 1998.

In the past year, Sinclair has announced the purchase of 23 television stations.

Host Hotels wins $26M in suit against broker

Host Hotels & Resorts has won $26.2 million in its lawsuit against a Virginia brokerage it claimed engaged in fraud and had conflicts of interest related to multimillion-dollar transactions the firm made for the Bethesda lodging real estate investment trust.

In a suit filed in June 2011 in Montgomery County Circuit Court, Host charged that executives with Molinaro Koger did not disclose that they had conflicts of interest in three deals the Vienna brokerage handled for Host. Executives with the companies that dealt with Host were a Molinaro Koger employee, a business partner of company President Robert T. Koger or Koger himself, the lawsuit charged.

Host had sought unspecified damages. The award was made last week.

Scioto Partners, also named as a defendant, bought two hotels from Host in 2009, the Washington Dulles Suites Marriott in Herndon, Va., and the Sheraton Stamford (Conn.). The principals of Scioto were Terence Lloyd, an employee of Molinaro Koger, and Todd Lawyer, a partner of Koger’s in another business venture, Host claimed.

Another defendant, Dearborn LLC, purchased the Ritz-Carlton in Dearborn, Mich., from Host in 2010, and that company’s president was Lloyd, according to the suit. The president of another defendant, Berkeley Investments, which sold debt to Host in 2010, was a former Molinaro employee, according to the suit.

Koger also failed to disclose that other potential buyers were willing to pay more for Host’s hotels than Scioto and Dearborn did, Host charged. After Dearborn bought the Ritz-Carlton, it resold the hotel to a third party for a $1.95 million profit, according to the lawsuit.

“In the highly competitive hotel real estate market, hotel owners utilize trusted brokers to navigate the industry,” Host executives said in the lawsuit. “For years, Host, one of the nation’s largest hotel owners, retained Molinaro Koger and its president, Robert T. Koger, to broker the sale of its hotels, trusting them to act in Host’s best interests as fiduciaries. Koger and Molinaro Koger, however, have repeatedly abused this trust, causing untold damage to Host and HHR, one of Host’s affiliates.”

Koger rebutted those charges, saying senior executives at Host had “complete knowledge” of the transactions.

His attorney, Michael L. Rowan of Ethridge, Quinn, Kemp, McAuliffe, Rowan & Hartinger of Rockville, did not respond to a phone message seeking comment.

Lockheed to Congress: Don’t cut military

Automatic Pentagon budget cuts next year could force Lockheed Martin to lay off 10,000 employees, Chairman and CEO Robert J. Stevens told members of the House Armed Services Committee on Wednesday.

"Every month that goes by without a solution is a month of additional uncertainty, deferred investment, lost talent and ultimately, increased cost," Stevens said, according to a statement from the $46.5 billion Bethesda military contractor, which has about 120,000 employees worldwide. "Respectfully, I urge you to take action to stop the sequestration process and ask that you do so soon."

Sequestration, starting in January, is mandated under last year’s Budget Control Act. It calls for $500 billion in Pentagon cuts on top of $487 billion in cuts already agreed to, according to Defense Department information.

In the past three years, Lockheed Martin has already shrunken its facilities by 1.5 million square feet, with 2.9 million more square feet to be cut by 2015, Stevens said. Also, the company has sliced its work force by 18 percent, or 26,000 employees, since 2009.

Regarding 10,000 more job cuts, Stevens said the particulars would depend on federal budget specifics.

“That is difficult to determine without additional guidance from the government that allows us to narrow the potential impacts," Stevens said. "We are very hungry for more guidance, very hungry for more information so we can narrow this and behave responsibly.

"Most tragically, we feel we will be unable to provide the equipment and support needed by our military forces, and we are unable to reliably estimate how many employees are going to lose their jobs and how many families are going to be disrupted."

16 join new state advisory panel on manufacturing

Gov. Martin O’Malley (D) this week swore in 16 members of the new Maryland Advisory Commission on Manufacturing Competitiveness during its inaugural meeting at MarquipWardUnited, a corrugated paperboard and folding carton manufacturer in Cockeysville.

The commission, whose chairman is Jeff Fuchs of the Maryland World Class Consortia, is tasked with advising the secretary of the Department of Business and Economic Development on ways to encourage new and expanding manufacturing enterprises in Maryland. The panel also will recommend how to retrain and educate state workers for manufacturing jobs and support research.

The new members of the 25-member commission, appointed by the DBED secretary, serve for three-year terms. They include representatives of major companies, such as Northrop Grumman, McCormick and MedImmune; smaller companies, such as Marlin Steel Wire and PRS Guitars; and labor unions.

Lawmakers on the panel are Sens. David R. Brinkley (R-Dist. 4) of New Market and Katherine A. Klausmeier (D-Dist. 8) of Perry Hall, and Del. John Olszewski Jr. (D-Dist. 6) of Dundalk.

DBED names new marketing head

Linda Yurche, a former spokeswoman for The (Baltimore) Sun, has joined the Maryland Department of Business and Economic Development as assistant secretary for marketing and communications.

Functioning as DBED’s chief marketing officer, Yurche is leading efforts to promote initiatives such as InvestMaryland, the new program designed to boost venture capital to high-tech companies, along with heading communications, according to an agency statement.

Yurche most recently was general manager at Clipper City Media in Baltimore, where she spearheaded a major redesign and refocus of the Baltimore Jewish Times. Other previous positions include director of marketing and communications for The Sun and director of communications for Baltimore theater company CenterStage.