Ryman Hospitality Properties, Inc. Announces Close of Strategic Investment in Opry Entertainment Group by Atairos and NBCUniversal
June 16 2022 - 4:05PM
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, announced
today the completion of the previously announced proposed strategic
investment by Atairos and NBCUniversal in RHP’s subsidiary OEG
Attractions Holdings LLC, which directly or indirectly owns the
assets that comprise Opry Entertainment Group (“OEG”).
Transaction Overview
Under the terms of the agreement, Atairos, along
with its long-term strategic partner NBCUniversal, acquired a 30%
minority ownership stake in OEG for $296 million, of which Atairos
directly invested $283 million and NBCUniversal directly invested
$13 million. The investment values OEG at $1.415 billion, inclusive
of OEG’s recent acquisition of Block 21. 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.
Opry Entertainment Group
Capitalization
The $1.415 billion valuation includes a
capitalization of OEG with a $300 million Term Loan B, which closed
contemporaneously with the closing of the equity investment by
Atairos and NBCUniversal, as well as the assumption of a $136
million CMBS facility for Block 21, which OEG assumed in connection
with the previously announced closing of the Block 21 transaction.
RHP will receive proceeds of $578 million comprised of Atairos’ and
NBCUniversal’s initial 30% equity investment and borrowings from
the Term Loan B secured by OEG assets. RHP expects to use these net
proceeds to 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 group hospitality business.
In connection with this transaction, the Company
also closed on its previously announced $300 million 7-year Senior
Secured Term Loan B and an undrawn $65 million 5-year Senior
Secured Revolving Credit Facility to capitalize OEG. The new term
loan matures in June 2029 and bears interest at SOFR plus 5.00%
while the new revolving credit facility matures in 2027 and bears
interest at SOFR plus 4.75%. The loans are secured by first
priority liens on substantially all the assets and property of OEG,
excluding Block 21 and Circle.
Colin Reed, Chairman and Chief Executive Officer
of Ryman Hospitality Properties, said, “We are excited to close
this transformative transaction for OEG, which delivers several
strategic benefits for our shareholders. We believe our new
partnership with Atairos and NBCUniversal will propel OEG into its
next phase of growth, extending its reach and continuing its
evolution into an integrated country lifestyle platform, while
retaining meaningful participation in further value creation. This
deal is a meaningful step forward for OEG on a path towards its
independence from our REIT structure and delevers RHP’s balance
sheet to allow continued reinvestment in RHP’s leading group
hospitality business. We are pleased to welcome our new partners in
OEG and look forward to working with them to continue growing our
portfolio of entertainment assets and creating more opportunities
to serve the country lifestyle consumer in the years ahead. I want
to thank the Atairos and NBCUniversal teams for their collaboration
throughout the closing process. I would also like to thank our
internal team and members for their hard work throughout this
entire transaction and closing period.”
Additional Transaction DetailsRHP has retained
a controlling 70% interest in OEG. Colin Reed is serving as
Executive Chairman of OEG in addition to his responsibilities as
Chairman and Chief Executive Officer of RHP. In connection with the
investment, Atairos Partners Alex Evans and Jackson Phillips have
joined OEG’s newly formed Board of Directors, which is comprised of
four RHP Directors and two Atairos Directors.
Advisors Morgan Stanley & Co. LLC served as
financial advisor, Bass, Berry & Sims PLC served as legal
advisor, and Skadden, Arps, Slate, Meagher & Flom LLP served as
tax counsel to RHP. Moelis & Company LLC served as financial
advisor and Davis Polk & Wardwell LLP served as legal advisor
to Atairos. The financing for this transaction was led by JPMorgan
Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc. as Joint
Lead Arrangers, along with Credit Suisse Securities (USA) LLC, and
Barclays Bank PLC as Joint Bookrunners.
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 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 ten 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. RHP’s Entertainment segment includes a growing collection
of iconic and emerging country music brands, including
the Grand Ole Opry; Ryman Auditorium, WSM 650
AM; Ole Red and Circle, a country lifestyle media network
RHP owns in a joint venture with Gray Television, Nashville-area
attractions managed by Marriott, and Block 21, a mixed-use
entertainment, lodging, office and retail complex, including the W
Austin Hotel and the ACL Live at Moody Theater, located in downtown
Austin, Texas. RHP operates its Entertainment segment as part of a
taxable REIT subsidiary. 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 RHP’s expectations
regarding the strategic investment by Atairos and NBCUniversal in
OEG and RHP’s intended use of the net proceeds received from the
recapitalization of OEG and the strategic investment by Atairos and
NBCUniversal. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from the statements made, including, but not limited to,
risks and uncertainties associated with RHP’s ability to capitalize
on existing and new opportunities related to OEG and RHP’s group
hospitality business, the occurrence of any event, change or other
circumstance that could limit RHP’s ability to capitalize on
existing and new opportunities related OEG or RHP’s group
hospitality business, and adverse effects on RHP’s common stock
because of a failure to capitalize on existing and new
opportunities related to OEG or RHP’s group hospitality business.
Other factors that could cause actual results to differ from RHP’s
beliefs and expectations as to the outcome of future events are
described in the filings made from time to time by RHP with
the U.S. Securities and Exchange Commission 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 subsequent filings. Except
as required by law, 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: |
Mark Fioravanti, President |
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~ |
Jennifer Hutcheson, Chief Financial Officer |
Robert Winters |
Ryman Hospitality Properties, Inc. |
Alpha IR Group |
(615) 316-6320 |
(929) 266-6315 |
jhutcheson@rymanhp.com |
robert.winters@alpha-ir.com |
~or~ |
~or~ |
Todd Siefert, SVP Finance & Treasurer |
Jared Levy or Ben Spicehandler |
Ryman Hospitality Properties, Inc. |
FGS Global (Sard Verbinnen and Co) |
(615) 316-6344 |
(212) 687-8080 |
tsiefert@rymanhp.com |
atairos-SVC@sardverb.com |
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