Current Report Filing (8-k)
October 27 2021 - 6:04AM
Edgar (US Regulatory)
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2021-10-26
2021-10-26
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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): October 27, 2021 (October 26, 2021)
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified
in its charter)
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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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on
Which Registered
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Common Stock, par value $.01
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RHP
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New York Stock Exchange
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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. ¨
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On October 26, 2021
(the “Effective Date”), Ryman Hospitality Properties, Inc. (the “Company”) entered into Amendment No. 4
(the “Fourth Amendment”) to the Sixth Amended and Restated Credit Agreement dated as of October 31, 2019 (the “Base
Credit Agreement”), among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP, as borrower, certain other subsidiaries
of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto
and Wells Fargo Bank, National Association, as administrative agent, as amended by Amendment No. 1 to the Base Credit Agreement,
effective as of April 23, 2020 (the “First Amendment”), Amendment No. 2 to the Base Credit Agreement, effective
as of December 22, 2020 (the “Second Amendment”), and Amendment No. 3 to the Base Credit Agreement, dated as of
May 5, 2021 (together with the First Amendment, the Second Amendment and the Base Credit Agreement, the “Credit Agreement”).
The Fourth Amendment provides
for certain amendments to the Credit Agreement, including the following:
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·
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Permits the Company to complete an acquisition during the Restricted Period (as defined in the Credit Agreement) using borrowings
under the Company’s revolving credit facility (the “Revolver”) so long as the aggregate amount outstanding under the
Revolver is equal to or less than $400,000,000;
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·
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Permits the Company to assume certain non-recourse indebtedness during the Restricted Period up to $150,000,000 in connection with
an acquisition so long as any such indebtedness is scheduled to mature after March 31, 2025;
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·
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Modifies the requirement that all net proceeds received by the Company in connection with certain equity offerings during the Restricted
Period be applied to any amounts outstanding under the Credit Agreement; and
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·
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Increases the Company’s ability to make certain discretionary capital expenditures during the Restricted Period from $75,000,000
in the aggregate to $95,000,000 in the aggregate.
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No additional revolving credit advances were made
at closing. Except as described above, the Company is required to use any proceeds from borrowings drawn during the Restricted Period
to fund operating expenses, debt service of the Company and its subsidiaries and permitted capital expenditures and investments.
The above summary of the Fourth Amendment does
not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
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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
above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
On October 26, 2021,
the Company announced the proposed acquisition of Block 21, a mixed-use entertainment, lodging, office and retail complex located in downtown
Austin, Texas (“Block 21”). A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
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 pending
acquisition of Block 21, and the Company’s expectations for Block 21 upon the closing of the transaction. 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 pending acquisition of Block 21, 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 result in the termination of the
agreement for the Block 21 acquisition; adverse effects on the Company’s common stock because of the failure to complete the Block
21 acquisition; and the Company’s ability to borrow funds pursuant to its credit agreement or otherwise obtain cash to fund the
acquisition. Other factors that could cause 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, 2020 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.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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10.1
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Amendment No. 4 to Sixth Amended and Restated Credit Agreement, dated as of October 26, 2021,
among Ryman Hospitality Properties, Inc., as a guarantor, RHP Hotel Properties, LP, as borrower, certain other subsidiaries of Ryman
Hospitality Properties, Inc. party thereto, as guarantors, certain subsidiaries of Ryman Hospitality Properties, Inc. party
thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
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104
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Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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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:
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October 27, 2021
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By:
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/s/ Scott J. Lynn
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Name:
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Scott J. Lynn
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Title:
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Executive Vice President, General Counsel and Secretary
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