Current Report Filing (8-k)
June 27 2018 - 5:29PM
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): June 27, 2018 (June 26, 2018)
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
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(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
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(Address of principal executive offices)
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(Zip Code)
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On June 26, 2018, Ryman Hospitality
Properties, Inc. (the Company), entered into an Amendment No. 2 to Fifth Amended and Restated Credit Agreement (the Amendment) among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP (the
Borrower), as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as guarantors and as pledgors, the lenders party thereto and Wells Fargo Bank, National
Association, as administrative agent, which amends the Companys Fifth Amended and Restated Credit Agreement, dated as of May 11, 2017, as amended pursuant to Amendment No. 1 to Fifth Amended and Restated Credit Agreement, dated as of
May 23, 2017 (the Credit Agreement and, together with the Amendment, the Amended Credit Agreement).
The
Amendment reduces the applicable interest rate margins for the loans made under the existing $500 million term loan B (the Term Loan B Facility) under the Credit Agreement for Eurodollar rate loans and base rate loans. The
applicable interest rate margins for the Term Loan B Facility under the Amendment are (i) 2.00% for Eurodollar rate loans and (ii) 1.00% for base rate loans, which, in each such case, is 0.25% lower than the applicable interest rate margin existing
prior to the Amendment. In addition, the Amendment extends the date of commencement of any excess cash flow payments by one year to December 31, 2019.
The Amendment did not change the maturity dates existing under the Credit Agreement or result in any increase in principal indebtedness by the
Borrower.
Certain lenders under the Amended Credit Agreement or their affiliates have provided, and may in the
future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business of the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and
commissions.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Companys Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018.
ITEM 2.03.
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT.
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The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
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: June 27, 2018
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By:
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/s/ Scott Lynn
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Name:
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Scott Lynn
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Title:
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Senior Vice President, General Counsel and Secretary
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