RHP Ryman Hospitality Properties Inc

On December 9, 2019, Ryman Hospitality Properties, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), providing for the issuance and sale by the Company of 3,000,000 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), at a purchase price to the public of $85.60 per share, less underwriting discounts and commissions, in a registered public offering (the “offering”). In addition, pursuant to the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option (the “option”) to purchase up to an additional 450,000 shares of common stock on the same terms. On December 11, 2019, the Underwriters exercised the option in full. The offering, including the issuance and sale of the additional shares of common stock under the option, closed on December 12, 2019. The net proceeds to the Company, after deducting Underwriters’ discounts and commissions and the estimated offering expenses payable by the Company, were approximately $283 million.

The common stock was offered and sold pursuant to a final prospectus supplement, dated December 9, 2019, a preliminary prospectus supplement, dated December 9, 2019, and a base prospectus relating to the Company’s effective shelf registration statement on Form S-3 (File Number 333-235419), dated December 9, 2019.

The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the common stock and customary contribution provisions in respect of those liabilities.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. A copy of the opinions of Bass, Berry & Sims PLC with respect to the validity of the shares of common stock and certain tax matters are attached hereto as Exhibit 5.1 and Exhibit 8.1, respectively.

Relationships

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking and other commercial dealings with the Company or its affiliates for which they have received or will receive customary fees and expenses. In particular, affiliates of certain of the Underwriters are parties to and lenders under the Company’s credit facility, and, as a result, will, to the extent any portion of the net proceeds from the offering are used for the repayment of borrowings under the Company’s revolving credit facility, receive a portion of the net proceeds from this offering.