Ryman Hospitality Properties (NYSE: RHP) (“RHP”), a leading lodging
and hospitality real estate investment trust that specializes in
upscale convention center resorts and country music entertainment
experiences, and Atairos, an independent strategic investment
company focused on supporting growth-oriented businesses, today
announced that Atairos, along with their long-term strategic
partner NBCUniversal, will acquire a 30% minority ownership stake
in RHP’s subsidiary OEG Attractions Holdings LLC, which directly or
indirectly owns the assets that comprise Opry Entertainment Group
(“OEG”). Atairos’ investment values OEG at $1.415 billion,
inclusive of OEG’s previously announced acquisition of Block 21
(which remains subject to certain closing conditions and is
expected to close prior to June 1, 2022). Atairos has agreed to
make an additional $30 million investment in OEG, contingent on
certain performance targets being achieved, which would bring OEG’s
valuation to $1.515 billion. The initial $1.415 billion valuation
includes a recapitalization of OEG with a new $300 million Term
Loan B and the assumption of a $137 million CMBS facility for Block
21 upon consummation of that transaction. Atairos’ and
NBCUniversal’s initial 30% equity investment in OEG will be
approximately $293 million, of which Atairos is directly investing
approximately $278 million and NBCUniversal will directly invest up
to approximately $15 million.
Colin Reed, Chairman and Chief Executive Officer
of Ryman Hospitality Properties, said, “Over the last decade we
have shared our excitement about the bright future of our
entertainment business and the significant value creation
opportunities that exist as we extend our reach nationwide and
transition OEG to an integrated country lifestyle platform.
Back in June 2021, given the unsolicited
interest we had received, we embarked on a formal process to
identify a strategic partner that shares our vision for growing OEG
to a position where it can operate independently of our core
hospitality business while enabling our shareholders to participate
in the significant upside for OEG that lies ahead.
Atairos and NBCUniversal have a great
appreciation for the legendary assets under our stewardship and we
are aligned on protecting and nurturing them for future generations
of music lovers to enjoy. We view this partnership as a significant
opportunity to strengthen these beloved institutions and cement
their influence on American music culture. We remain focused on
creating sustainable long-term value for our shareholders as we
seek new ways to connect artists and fans through one-of-a-kind
experiences.”
Michael Angelakis, Chairman and CEO of Atairos,
said, “OEG’s dynamic collection of entertainment venues, digital
content and iconic country music brands provide a strong foundation
for continued growth as a fully-integrated country lifestyle
platform. We are excited to partner with the RHP and OEG teams to
explore new content distribution strategies and support their
ambition of becoming the leading player in country lifestyle live
entertainment and media content.”
David Pietrycha, Executive Vice President,
Strategy and Business Development at NBCUniversal, added, “We are
excited to invest in OEG alongside our strategic partner Atairos.
We look forward to exploring opportunities to leverage our media,
technology and content creation expertise to help OEG accelerate
its plans and bring its iconic brands, as well as artists and
storied cities, to music lovers worldwide.”
Additional Transaction DetailsUpon completion
of the transaction, RHP will retain a controlling 70% interest in
OEG. Colin Reed will serve as Executive Chairman of OEG in addition
to his responsibilities as Chairman and Chief Executive Officer of
RHP. In connection with the investment, Atairos will enter into an
LLC agreement with RHP and OEG upon the closing of the investment,
pursuant to which, among other things, Atairos Partners Alex Evans
and Jackson Phillips will join OEG’s Board of Directors, which will
be comprised of four RHP Directors and two Atairos Directors.
The transaction, which is subject to customary
conditions, is expected to close in Q2 2022. Upon closing, RHP
expects to receive gross transaction proceeds of approximately $593
million, comprised of the Atairos and NBCUniversal investment and
borrowings from a new $300 million Term Loan B facility secured by
OEG assets. RHP expects to use these proceeds to pay transaction
expenses, fully repay its $300 million Term Loan A and
substantially all the borrowings outstanding under its revolving
credit facility, thereby reducing leverage and creating balance
sheet flexibility to allow RHP to pursue continued reinvestment in
its businesses.
Advisors Morgan Stanley &
Co. LLC is serving as financial advisor, Bass, Berry & Sims PLC
is serving as legal advisor, and Skadden, Arps, Slate, Meagher
& Flom LLP is serving as tax counsel to RHP. Moelis &
Company LLC is serving as financial advisor and Davis Polk &
Wardwell LLP is serving as legal advisor to Atairos. The financing
commitment for this transaction has been secured from JPMorgan
Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc.
A Note to Ryman Hospitality Properties,
Inc. Shareholders:For additional information regarding
this acquisition, visit http://ir.rymanhp.com and click on
Presentations and Transcripts, where RHP has posted an investor
supplement providing a transaction overview, which introduces
Atairos and describes the announced strategic investment. Please
note that our website is provided as an inactive textual reference
and the information on our website is not incorporated by reference
in this release.
Ryman Hospitality Properties will hold a
conference call to discuss this transaction Tuesday, April 5, 2022,
at 10 a.m. ET. To participate in the conference call, please dial
888-632-3384 and use Conference ID: 6355412. The call will be
available for replay through April 12, 2022, and by dialing
800-938-0996, a Conference ID is not required. This call is also
being webcast and can be accessed at Ryman Hospitality Properties’
Investor Relations website at http://ir.rymanhp.com.
About Ryman Hospitality Properties,
Inc.Ryman Hospitality Properties, Inc. (NYSE: RHP) is a
leading lodging and hospitality real estate investment trust that
specializes in upscale convention center resorts and country music
entertainment experiences. RHP’s Opry Entertainment Group includes
a growing collection of iconic and emerging country music brands we
operate, including the Grand Ole Opry; Ryman Auditorium, WSM 650
AM; Ole Red and a 50% interest in Circle, a country lifestyle media
network RHP owns in a joint venture with Gray Television; as well
as other Nashville-area attractions managed by Marriott. RHP
operates Opry Entertainment Group as part of a taxable REIT
subsidiary. RHP’s core holdings, Gaylord Opryland Resort &
Convention Center, Gaylord Palms Resort & Convention Center,
Gaylord Texan Resort & Convention Center, Gaylord National
Resort & Convention Center, and Gaylord Rockies Resort &
Convention Center are five of the top 10 largest non-gaming
convention center hotels in the United States based on total indoor
meeting space. These convention center resorts operate under the
Gaylord Hotels brand and are managed by Marriott International. RHP
also owns two adjacent ancillary hotels and a small number of
attractions managed by Marriott International for a combined total
of 10,412 rooms and more than 2.8 million square feet of total
indoor and outdoor meeting space in top convention and leisure
destinations across the country. Visit RymanHP.com for more
information.
About Atairos Atairos is an
independent, private company focused on supporting growth-oriented
businesses across a wide range of industries. Atairos provides a
unique combination of active strategic partnership and patient
long-term capital to high-potential companies and their management
teams. Atairos was launched in 2016 and has approximately $6
billion of equity capital. Atairos has offices in New York City,
Philadelphia and London. For more information, please visit
www.atairos.com
Cautionary Note Regarding
Forward-Looking StatementsThis press release contains
statements as to RHP’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, the proposed investment by Atairos and
NBCUniversal in OEG, and intended benefits of the proposed
investment in OEG. 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 occurrence of any event, change
or other circumstance that could delay the closing of the Block 21
acquisition or the proposed investment in OEG, or result in the
termination of the agreement for the Block 21 acquisition or the
proposed investment in OEG. Other factors that could cause results
to differ are described in the filings made from time to time by
RHP with the U.S. Securities and Exchange Commission (SEC) and
include the risk factors and other risks and uncertainties
described in RHP’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, and its Quarterly Reports on Form 10-Q and
subsequent filings. RHP 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.
Investor Relations Contacts: |
Media Contacts: |
Ryman Hospitality Properties, Inc. |
Mark Fioravanti, PresidentRyman Hospitality Properties, Inc. |
Shannon Sullivan, Vice President Corporate and Brand
CommunicationsRyman Hospitality Properties, Inc. |
(615) 316-6588 |
(615) 316-6725 |
mfioravanti@rymanhp.com |
ssullivan@rymanhp.com |
~or~ |
~or~ |
Jennifer Hutcheson, CFORyman Hospitality Properties, Inc. (615)
316-6320jhutcheson@rymanhp.com |
Robert WintersAlpha IR Group(929)
266-6315robert.winters@alpha-ir.com |
Todd Siefert, Senior Vice President Corporate Finance &
TreasurerRyman Hospitality Properties, Inc.(615)
316-6344tsiefert@rymanhp.com |
|
|
|
Atairos |
Jared Levy or Ben Spicehandler |
Sard Verbinnen & Co |
(212) 687-8080 |
Atairos-SVC@sardverb.com |
Ryman Hospitality Proper... (NYSE:RHP)
Historical Stock Chart
From May 2024 to Jun 2024
Ryman Hospitality Proper... (NYSE:RHP)
Historical Stock Chart
From Jun 2023 to Jun 2024