Current Report Filing (8-k)
September 16 2013 - 5:03PM
Edgar (US Regulatory)
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): September 16, 2013 (September 16, 2013)
RYMAN HOSPITALITY PROPERTIES, INC.
(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 |
(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
Nashville, Tennessee |
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37214 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Concurrently herewith, Ryman Hospitality Properties, Inc. (the Company) is filing a Registration Statement on Form S-4
relating to an exchange offer for the outstanding $350 million aggregate principal amount of 5.00% Senior Notes due 2021 (the Notes) issued by its wholly-owned subsidiaries, RHP Hotel Properties, LP and RHP Finance Corporation (together,
the Issuers). The Notes are guaranteed by the Company and by certain of its other directly and indirectly wholly-owned subsidiaries (the Subsidiary Guarantors), and the Issuers and the Subsidiary Guarantors are co-registrants
of the Registration Statement with the Company. When the Registration Statement becomes effective, the Company will become subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors. As a result, the
Company is filing this Current Report on Form 8-K for the purpose of adding an additional footnote to the financial statements originally included in the Companys Annual Report on Form 10-K for the year ended December 31, 2012 (the
2012 Form 10-K), which was filed with the Securities and Exchange Commission (the SEC) on February 27, 2013. This Form 8-K will permit the Company to incorporate these financial
statements by reference, or otherwise, in future SEC filings. The information in this Form 8-K is not an amendment to or restatement of the 2012 Form 10-K.
Exhibit 99.1 to this Form 8-K, which is incorporated herein by reference, includes the additional footnote (Note 19. Information Concerning Guarantor and Non-Guarantor Subsidiaries)
with condensed consolidating financial information for the Company, the Issuers, the Subsidiary Guarantors, and the Companys non-guarantor subsidiaries.
Other than the additional footnote described above, this Form 8-K does not modify or update the disclosures contained in the 2012 Form 10-K in any way, nor does it reflect any subsequent information or
events. Without limiting the foregoing, this filing does not purport to update the Managements Discussion and Analysis of Financial Condition and Results of Operations included in the 2012 Form 10-K for
any information, uncertainties, transactions, risks, events or trends occurring, or known to management. The information in this Form 8-K should be read in conjunction with the 2012 Form 10-K and the Companys Quarterly Report on Form 10-Q for
the quarter ended June 30, 2013, as originally filed on August 8, 2013 and as recast on the Companys Current Report on Form 8-K filed on September 16, 2013, as well as the Companys other filings with the SEC.
ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS. |
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(d) Exhibits |
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23.1 |
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Consent of Ernst & Young LLP. |
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99.1 |
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Part II, Item 8Financial Statements and Supplementary Data. |
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101 |
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The following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010,
(ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Balance Sheets at December 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended
December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Stockholders Equity for the years ended December 31, 2012, 2011 and 2010, and (vi) Notes to Consolidated Financial Statements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RYMAN HOSPITALITY PROPERTIES, INC. |
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Date: September 16, 2013 |
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By: |
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/s/ Scott J. Lynn |
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Name: Scott J. Lynn |
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Title: Senior Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
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23.1 |
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Consent of Ernst & Young LLP. |
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99.1 |
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Part II, Item 8Financial Statements and Supplementary Data. |
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101 |
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The following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and
2010, (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Balance Sheets at December 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended
December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Stockholders Equity for the years ended December 31, 2012, 2011 and 2010, and (vi) Notes to Consolidated Financial Statements. |
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