Gaylord Entertainment owns the Gaylord National Resort & Convention Center, which anchors the National Harbor development in Oxon Hill. A Gaylord shareholder diagrees with the company’s plans for the center. (Jeffrey MacMillan/Capital Business)

A battle is brewing between Gaylord Entertainment and its largest shareholder over the pending $210 million sale of the management rights for four hotels to Bethesda-based Marriott International.

Irving, Tex.-based TRT Holdings, which owns Omni Hotels and holds a 22 percent stake in Gaylord, sent a letter to shareholders last week urging them to vote against the Marriott deal and Gaylord’s plan to convert into a real estate investment trust, according to a regulatory filing.

As a REIT, Gaylord would retain ownership of the Gaylord National Resort & Convention Center that anchors National Harbor in Oxon Hill. It would also own Gaylord Opryland in Nashville, Gaylord Palms in Kissimmee, Fla., and Gaylord Texan in Grapevine, Tex.

“The proposed transaction does not appear to be in the best long-term interests of Gaylord and its stockholders,” TRT said in a letter to shareholders. “The agreement is biased in favor of Marriott and appears to have been poorly negotiated by Gaylord.”

The shareholder went on to say the “value and marketability of the Gaylord properties will be significantly impaired” by the deal because of its “onerous restrictions” on terminating the contract or selling the hotels.

Gaylord issued a statement refuting TRT’s charges. The Nashville-based company said there are no restrictions on selling the properties, and access to Marriott’s extensive services and economies of scale will up the value of the properties.

“TRT’s actions represent an attempt to derail a process that is in the best interests of all of our stockholders,” said Colin V. Reed, Gaylord’s chairman and chief executive, in the statement. “We were surprised by [the] letter given TRT’s involvement in every stage of the process, including participating in the bidding process for the management contracts and exploring an offer to acquire Gaylord Entertainment.”

Indeed, TRT was one of four hospitality firms to bid on the hotels. The firm pulled out of the process before a decision was made because it “couldn’t make the economics work based on the terms of the contract,” said James D. Caldwell, president of TRT.

“The terms Omni was asked to bid on were materially different than Marriott,” he said. Marriott’s contract starts out at 35 years, with three 10-year renewal options, whereas Omni was asked to bid on a 15-year deal. That agreement, he said, had “performance criteria that [Gaylord] has never met. It just makes us question whether everyone was playing on the same field.”

Marriott, in a statement, said the bidding process was highly competitive: “We believe the terms of agreement ... are fair to both parties and the transaction is a win-win.”

Above all, Caldwell said he is concerned that Gaylord will fall flat as a real estate investment trust.

“This REIT will only have four assets and there is not a lot of geographic dispersion — the kind of things people look for in REITs,” he said. “Gaylord’s thesis is the REIT will trade at the same multiple as other REITs, but we disagree.”

Officials at Gaylord, in an investor presentation, said the company currently has among the highest total room revenue, at $305 per room, compared to other hotel REITs. And with more than 8,000 rooms, it would still be ahead of five of the leading hotel REITs.

When Gaylord announced the deal in June, Reed told Capital Business the company had to change its business model to increase shareholder value. By converting into a REIT, which will retain ownership of the hotels, the company will lower its tax bill. Gaylord expects to save between $33 million and $40 million a year in operating expenses.

Developing, operating and owning hotels helped Gaylord command as much as $57 a share in 2007, but once the economy weakened the stock tumbled to $6 a share in 2009. Around that time, TRT bought 13 percent of Gaylord, upping that stake in the ensuing years.

Reed, who was unavailable for further comment, was worried that TRT was trying to gain control of Gaylord. He reiterate the concern in the statement:

“We will continue to guard against the efforts of any third party to seize control of our company without paying a full and fair price to all stockholders,” he said in the statement.

Caldwell said with Gaylord’s stock trading around $37 a share, it would be challenging to seize control through the purchase of more stock. He believes Gaylord could operate more efficiently without having to drastically change its business model.

Gaylord’s board of directors, which includes two members designated by TRT, unanimously approved the deal. Shareholders are scheduled to meet in August to vote.