Ryman Hospitality Properties, Inc. Announces Pricing of Common Stock Offering
December 10 2019 - 7:55AM
Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”)
today announced the pricing of an underwritten public offering of
3,000,000 shares of its common stock, par value $0.01 per share, at
a price to the public of $85.60 per share (the “Offering”). The
Company also granted the underwriters a 30-day option to purchase
up to 450,000 additional shares of common stock. The Offering is
expected to close on or about December 12, 2019, subject to
customary closing conditions.
The net proceeds to the Company (after deducting
underwriting discounts and commissions and other estimated expenses
of the Offering payable by the Company) are expected to be
approximately $246 million (exclusive of the underwriters’ option),
and the Company intends to use a portion of the net proceeds of
this Offering to fund the approximately $134 million cash portion
of the consideration for the previously announced pending
acquisition of Block 21, a mixed-use entertainment, lodging, office
and retail complex located in downtown Austin, Texas (the “Block 21
Acquisition”), and the related fees and expenses of the Block 21
Acquisition. The Offering is not conditioned upon consummation of
the Block 21 Acquisition. The Company intends to use the remaining
net proceeds of this Offering, or all of the net proceeds from this
Offering if the Block 21 Acquisition is not consummated, for
general corporate purposes, including future acquisitions or
investments and the repayment of indebtedness outstanding under the
Company’s existing revolving credit facility.
BofA Securities, J.P Morgan, Wells Fargo
Securities, Deutsche Bank Securities and Raymond James are acting
as joint book-running managers for the Offering. BTIG, Credit
Agricole CIB, Scotiabank, Capital One Securities, Citigroup, SMBC
and TD Securities are acting as co-managers for the Offering.
The Offering is being conducted pursuant to the
Company’s shelf registration statement on Form S-3 (File No.
333-235419), which automatically became effective upon filing with
the Securities and Exchange Commission (the “SEC”) on December 9,
2019. The Offering was made solely by means of a prospectus and a
related prospectus supplement. A preliminary prospectus supplement
relating to, and describing the terms of, the Offering was filed
with the SEC on December 9, 2019. When available, copies of the
prospectus and the related prospectus supplement may be obtained
from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd
Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department
or by email at dg.prospectus_requests@bofa.com; from J.P. Morgan
Securities LLC, Attention: Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204;
or from Wells Fargo Securities, 375 Park Avenue, New York, NY
10152, Attention: Equity Syndicate Department, or by calling (800)
326-5897 or by e-mailing cmclientsupport@wellsfargo.com. Electronic
copies of the prospectus and related prospectus supplement are
available on the website of the SEC at http://www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of any offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Ryman Hospitality Properties,
Inc.
Ryman Hospitality Properties, Inc. (NYSE: RHP)
is a real estate investment trust for U.S. federal income tax
purposes, specializing in group-oriented, destination hotel assets
in urban and resort markets. The Company’s owned assets include a
network of four upscale, meetings-focused resorts totaling 8,114
rooms that are managed by lodging operator Marriott International,
Inc. under the Gaylord Hotels brand. The Company is also a joint
venture owner of the 1,501-room Gaylord Rockies Resort &
Convention Center, which is also managed by Marriott International,
Inc. under the Gaylord Hotels brand. Other owned assets managed by
Marriott International, Inc. include Gaylord Springs Golf Links,
the Wildhorse Saloon, the General Jackson Showboat, The Inn at
Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland,
and AC Hotel Washington, DC at National Harbor, a 192-room hotel
near Gaylord National. The Company also owns and operates media and
entertainment assets, including the Grand Ole Opry, the legendary
weekly showcase of country music’s finest performers for over 90
years; the Ryman Auditorium, the storied former home of the Grand
Ole Opry located in downtown Nashville; 650 AM WSM, the Opry’s
radio home; and Ole Red, a country lifestyle and entertainment
brand.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains statements as to the
Company’s beliefs and expectations of the outcome of future events
that are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. You can identify these
statements by the fact that they do not relate strictly to
historical or current facts. Examples of these statements include,
but are not limited to, statements regarding the Block 21
Acquisition and the anticipated use of the net proceeds from the
Offering by the Company. These forward-looking statements are
subject to risks and uncertainties that could cause actual results
to differ materially from the statements made. These include the
risks and uncertainties associated with the Block 21 Acquisition
and the Offering including, but not limited to, the occurrence of
any event, change or other circumstance that could delay the
closing of the Block 21 Acquisition or the Offering, or result in
the termination of the Offering or the transaction agreement for
the Block 21 Acquisition; and adverse effects on the Company’s
common stock because of the failure to complete the Block 21
Acquisition or the Offering. Other factors that could cause results
to differ are described in the filings made from time to time by
the Company with the SEC and include the risk factors and other
risks and uncertainties described in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2018 and its
Quarterly Reports on Form 10-Q and subsequent filings. Except as
required by law, the Company does not undertake any obligation to
release publicly any revisions to forward-looking statements made
by it to reflect events or circumstances occurring after the date
hereof or the occurrence of unanticipated events.
Source: Ryman Hospitality Properties, Inc.
Investor Relations Contacts: |
Media Contacts: |
Mark Fioravanti, President & Chief Financial Officer |
Shannon Sullivan, Vice President Corporate and Brand
Communications |
Ryman Hospitality Properties, Inc. |
Ryman Hospitality Properties, Inc. |
(615) 316-6588 |
(615) 316-6725 |
mfioravanti@rymanhp.com |
ssullivan@rymanhp.com |
~or~ |
~or~ |
Todd Siefert, Vice President Corporate Finance & Treasurer |
Robert Winters |
Ryman Hospitality Properties, Inc. |
Alpha IR Group |
(615) 316-6344 |
(929) 266-6315 |
tsiefert@rymanhp.com |
robert.winters@alpha-ir.com |
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