Ryman Hospitality Properties, Inc. (NYSE: RHP) (“Ryman”) and
Blackstone Real Estate Income Trust, Inc. (“BREIT”) today announced
a definitive agreement under which Ryman will purchase the JW
Marriott San Antonio Hill Country Resort & Spa (“JW Marriott
Hill Country”) in San Antonio, Texas for $800 million from BREIT.
Mark Fioravanti, President and Chief Executive
Officer of Ryman Hospitality Properties, said, “We identified the
JW Marriott Hill Country as an ideal acquisition target quite some
time ago. Located in an attractive and growing market with no
emerging competitive supply, this beautiful resort is a natural
complement to our existing Gaylord Hotels portfolio and offers
significant opportunities to serve the group and leisure sides of
our business. The acquisition price represents a Trailing Twelve
Months (through March 31, 2023) Adjusted EBITDAre multiple of
approximately 12.6x.¹”
Nadeem Meghji, Head of Blackstone Real Estate
Americas, said, “Where you invest matters and Ryman’s unsolicited
outreach demonstrates the strong investor demand for BREIT’s
portfolio, which is concentrated in the highest growth sectors and
geographies. This sale, which generates approximately $275 million
in profit over a five-year hold period through Covid, represents a
terrific outcome for BREIT shareholders.”
Located amid approximately 640 acres in the
Texas Hill Country, the JW Marriott Hill Country, which opened in
2010, is a premier group-oriented resort with 1,002 rooms and
268,000 total square feet of indoor and outdoor meeting and event
space. The resort’s amenities include the 26,000-square-foot
Lantana Spa; eight food and beverage outlets; the 9-acre River
Bluff water experience; and TPC San Antonio featuring two 18-hole
golf courses, the Greg Norman-designed Oaks Course and the Pete
Dye-designed Canyons course.
San Antonio, Texas, the nation’s seventh most
populous city and the second most populous city in Texas, is one of
the top meeting and leisure markets in the United States. The
addition of the JW Marriott Hill Country to Ryman’s portfolio of
group-oriented hotels will provide Ryman with ownership of two of
the top group-focused assets in Texas.
Ryman plans for the resort to continue to
operate under the JW Marriott flag.
Fioravanti continued, “We are pleased with the opportunity to
expand our relationship with Marriott as we continue to grow our
network of one-of-a-kind group hotels. We are excited to add this
high-quality asset to our portfolio and expect the acquisition to
be accretive to our adjusted funds from operation per share in the
first full year of ownership. We look forward to pursuing
additional value creation opportunities at this property and
synergies with our existing portfolio through our unique asset
management approach.”
Ryman and BREIT expect to close the JW Marriott
Hill Country acquisition during the second or third quarter of
2023, subject to customary closing conditions. BofA Securities
acted as exclusive financial advisor to Ryman Hospitality
Properties, Inc., and Bass, Berry & Sims PLC and Greenberg
Traurig, LLP acted as legal advisors. Citigroup Global Markets
Inc., Eastdil Secured, J.P. Morgan Securities LLC, Santander US
Capital Markets LLC, Scotiabank, Sumitomo Mitsui Banking
Corporation (SMBC) and Wells Fargo acted as financial advisors to
BREIT, and Simpson Thacher & Bartlett LLP acted as legal
advisor.
Note to Ryman Hospitality Properties
Shareholders: Ryman has provided a presentation and
supplemental information related to this transaction. The
supplement is located on Ryman’s website under Investor Relations
Home / News & Events / Presentations & Transcripts
(http://ir.rymanhp.com/index.php/events-and-presentations/presentations).
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 leading
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. Our Hospitality segment is
comprised of these convention center resorts operating under the
Gaylord Hotels brand, along with two adjacent ancillary hotels,
which are managed by Marriott International and represent 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 also owns a 70%
controlling ownership interest in Opry Entertainment Group (OEG),
which is composed of entities owning 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, 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 OEG as its Entertainment segment in a
taxable real estate investment trust subsidiary, and its results
are consolidated in Ryman’s financial results. Visit RymanHP.com
for more information.
About Blackstone Real Estate Income
Trust
Blackstone Real Estate Income Trust, Inc.
(BREIT) is a perpetual-life, institutional quality real estate
investment platform that brings private real estate to income
focused investors. BREIT invests primarily in stabilized,
income-generating U.S. commercial real estate across asset classes
in the United States and, to a lesser extent, real estate debt
investments. BREIT is externally managed by a subsidiary of
Blackstone (NYSE: BX), a global leader in real estate investing.
Blackstone’s real estate business was founded in 1991 and has
approximately $332 billion in investor capital under management.
Further information is available at www.breit.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains statements as to
Ryman’s and BREIT’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 JW
Marriott Hill Country transaction and Ryman’s expectations for JW
Marriott Hill Country 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 JW Marriott Hill Country transaction,
including, but not limited to, the occurrence of any event, change
or other circumstance that could delay the closing of the JW
Marriott Hill Country transaction, or result in the termination of
the agreement for the JW Marriott Hill Country transaction; adverse
effects on Ryman’s or BREIT’s common stock because of the failure
to complete the JW Marriott Hill Country transaction; or Ryman’s
ability to borrow funds pursuant to its credit agreement; and the
availability of other financing opportunities to Ryman. Other
factors that could cause results to differ materially are described
in the filings made from time to time by Ryman and BREIT with the
U.S. Securities and Exchange Commission and include the risk
factors and other risks and uncertainties described in Ryman’s and
BREIT’s respective Annual Reports on Form 10-K for the fiscal year
ended December 31, 2022 and its Quarterly Reports on Form 10-Q and
subsequent filings. Except as required by law, Ryman and BREIT do
not undertake any obligation to release publicly any revisions to
forward-looking statements made by Ryman or BREIT to reflect events
or circumstances occurring after the date hereof or the occurrence
of unanticipated events.
(1) JW Marriott Hill Country Adjusted
EBITDAre
Adjusted EBITDAre is calculated and presented by
Ryman based on unaudited information provided to Ryman from BREIT
or an affiliate of BREIT. Adjusted EBITDAre, a non-GAAP financial
measure, is calculated as Net Income in accordance with GAAP plus
interest expense and depreciation and amortization. Below is a
reconciliation of Adjusted EBITDAre to Net Income, the most
directly comparable GAAP figure for Adjusted EBITDAre. Ryman used
Adjusted EBITDAre to evaluate the operating performance of the
property and to price the Hill Country acquisition.
JW Marriott Hill
CountryAdjusted EBITDAre
Reconciliation
($ in thousands) |
Trailing Twelve Months Ending March 31, 2023 |
Net
Income |
$21,240 |
Interest |
$11,612 |
Depreciation and Amortization |
$30,528 |
Adjusted
EBITDAre |
$63,380 |
Ryman Investor
Relations Contacts: |
Ryman Media
Contacts: |
Mark Fioravanti, President and
Chief Executive Officer |
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 |
|
|
Blackstone Media Contact: |
|
Jeffrey Kauth |
|
(212) 583-5395 |
|
Jeffrey.Kauth@Blackstone.com |
|
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