Ryman Hospitality Properties, Inc. Announces Offering of 3,500,000 Shares of Common Stock
June 05 2023 - 5:29PM
Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”)
today announced that it has commenced an underwritten registered
public offering (the “Offering”) of 3,500,000 shares of its common
stock, par value $0.01 per share. The Company expects to grant the
underwriters a 30-day option to purchase up to 525,000 additional
shares of common stock.
The Company expects to contribute the net
proceeds of the Offering to RHP Hotel Properties, LP (the
“Operating Partnership”). The Operating Partnership intends to use
all of the net proceeds of the Offering to fund a portion of the
approximately $800 million purchase price for the previously
announced pending acquisition of the JW Marriott San Antonio Hill
Country Resort & Spa located in San Antonio, Texas from BREIT
JWM San Antonio LP and BREIT JWM San Antonio TRS LLC (collectively,
the “Hill Country Acquisition”) and to pay related fees and
expenses of the Hill Country Acquisition. The balance of the
purchase price of the Hill Country Acquisition will be funded with
a combination of cash on hand and debt, which may include
borrowings under the Company’s revolving credit facility and/or
unsecured debt financing. The Hill Country Acquisition is not
dependent on the Offering, and the Company expects to consummate
the Offering whether or not it proceeds with the Hill Country
Acquisition. If the Hill Country Acquisition is not consummated,
the Company intends to use the net proceeds from the Offering for
general corporate purposes.
BofA Securities and J.P. Morgan are acting as
joint book-running managers for the Offering. The Offering is
subject to market and other conditions, and there can be no
assurance as to whether or when the Offering may be completed or as
to the final size or terms of the Offering.
The Offering is being conducted pursuant to the
Company’s shelf registration statement on Form S-3, which
automatically became effective upon filing with the Securities and
Exchange Commission (the “SEC”) on June 5, 2023. The Offering is
being made solely by means of a prospectus supplement and an
accompanying base prospectus. The preliminary prospectus supplement
and accompanying base prospectus relating to, and describing the
terms of, the Offering will be filed with the SEC and will be
available on the SEC's website at www.sec.gov. When available,
copies of the preliminary prospectus supplement and accompanying
base prospectus may be obtained from (1) BofA Securities,
NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001,
Attention: Prospectus Department or by email at
dg.prospectus_requests@bofa.com or by calling toll-free
1-800-294-1322; or (2) J.P. Morgan Securities LLC, Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 1-866-803-9204, email:
prospectus-eq_fi@jpmchase.com.
This press release shall not constitute an offer
to sell or the solicitation of any offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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 REIT subsidiary, and its results are consolidated in the
Company’s financial results.
Cautionary Note Regarding
Forward-Looking Statements
This press release 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 Hill Country
Acquisition and the anticipated use of the net proceeds of the
Offering by the Company. 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 Hill Country
Acquisition and the Offering including, but not limited to, the
occurrence of any event, change or other circumstance that could
delay the closing of the Hill Country Acquisition or the Offering,
or result in the termination of the Offering or the transaction
agreement for the Hill Country Acquisition; and adverse effects on
the Company’s common stock because of the failure to complete the
Hill Country Acquisition or the Offering. Other factors that could
cause results to differ are described in the filings made from time
to time by the Company with the SEC 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, 2022 and
its Quarterly Reports on Form 10-Q and subsequent filings,
including the Current Report on Form 8-K filed June 5, 2023. 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.
Investor Relations Contacts: |
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 |
Ryman Hospitality Proper... (NYSE:RHP)
Historical Stock Chart
From Sep 2024 to Oct 2024
Ryman Hospitality Proper... (NYSE:RHP)
Historical Stock Chart
From Oct 2023 to Oct 2024