Current Report Filing (8-k)
March 17 2020 - 5:14PM
Edgar (US Regulatory)
0001040829
false
0001040829
2020-03-16
2020-03-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 17,
2020 (March 17, 2020)
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified
in its charter)
Delaware
|
|
1-13079
|
|
73-0664379
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
One Gaylord Drive
Nashville, Tennessee
|
37214
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s 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:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on
Which Registered
|
Common Stock, par value $.01
|
|
RHP
|
|
New York Stock Exchange
|
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 7.01.
|
REGULATION FD DISCLOSURE.
|
On March 17, 2020, Ryman Hospitality Properties,
Inc. (the “Company”) issued a press release announcing that the Company drew $400 million from the Company’s
existing $700 million revolving credit facility as a precaution to ensure funds are available to meet its obligations for a sustained
period of time. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 7.01
in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not
be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as set forth by specific reference in such filing.
On March 17, 2020, the Company announced
that its first quarter 2020 cash dividend, which was specifically authorized by the Company’s Board of Directors on February
25, 2020, in the amount of $0.95 per common share, will be paid on April 15, 2020 to stockholders of record on March 31, 2020.
The Company expects to suspend its quarterly dividend through the balance of the year until an appropriate year-end dividend can
be determined by the Board of Directors.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 amount and intended use of proceeds from the draw against the Company’s revolving credit facility, statements regarding
future Board determinations regarding the timing and amount of dividends and changes to our dividend policy (which could be made
at any time), statements regarding the anticipated impact of COVID-19 on travel, transient and group demand, the suspension or
cancellation of performances or operations at our entertainment venues, the anticipated impact of COVID-19 on our results of operations,
the amount of cancellation and attrition fees and cost containment efforts. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties
include, but are not limited to, the effects of COVID-19, including on the demand for travel, transient and group business (including
government-imposed travel or meeting restrictions), and levels of consumer confidence in the safety of travel and group gatherings
as a result of COVID-19; the length and severity of the COVID-19 pandemic in the United States; the pace of recovery following
the COVID-19 pandemic; our ability to implement cost containment strategies; and the adverse effects of COVID-19 on our business
or the market price of our common stock. Important factors that could cause actual results to differ are described in the filings
made from time to time by the Company with the U.S. Securities and Exchange Commission 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, 2019. 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.
|
ITEM 9.01.
|
FINANCIAL STATEMENTS AND EXHIBITS.
|
(d) Exhibits
99.1 Press Release of Ryman Hospitality Properties, Inc. dated March 17, 2020.
104 Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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.
|
RYMAN
HOSPITALITY PROPERTIES, INC.
|
|
|
|
Date:
March 17, 2020
|
By:
|
/s/
Scott J. Lynn
|
|
Name:
|
Scott
J. Lynn
|
|
Title:
|
Executive
Vice President, General Counsel and Secretary
|
Ryman Hospitality Proper... (NYSE:RHP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Ryman Hospitality Proper... (NYSE:RHP)
Historical Stock Chart
From Sep 2023 to Sep 2024