Ryman Hospitality Properties, Inc. Announces Proposed $300 Million Senior Notes Offering
June 07 2023 - 7:50AM
Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”)
announced today that its subsidiaries, RHP Hotel Properties, LP
(the “Operating Partnership”) and RHP Finance Corporation
(together, with the Operating Partnership, the “Issuers”), intend
to offer, in a private placement, subject to market and other
conditions, up to $300 million aggregate principal amount of senior
notes due 2028 (the “Notes”). The Notes will be senior
unsecured obligations of the Issuers and guaranteed by the Company
and its subsidiaries that guarantee its existing credit facility,
4.750% senior unsecured notes due 2027 and 4.50% senior unsecured
notes due 2029.
The Operating Partnership intends to use, upon
release from escrow, the net proceeds of this offering and the net
proceeds of an underwritten registered public offering of 3,850,000
shares of common stock at a public offering price of $93.25 per
share, which priced on June 6, 2023 (the “Common Stock Offering”),
together with cash on hand, to fund the approximately $800 million
purchase price to acquire 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 the related fees and
expenses. The gross proceeds of this offering will be deposited
into an escrow account and will be released upon the consummation
of the Hill Country Acquisition. If the Hill Country Acquisition is
not consummated, the Notes will be redeemed in accordance with a
special mandatory redemption at a redemption price equal to 100% of
the issue price of the Notes, plus accrued and unpaid interest, if
any, up to, but excluding, the special mandatory redemption date.
The completion of this offering is not contingent upon, and will
occur before, the completion of the Hill Country Acquisition, if
completed. The Common Stock Offering is expected to close on June
9, 2023, subject to customary closing conditions. The completion of
this offering is not contingent upon the completion of the Common
Stock Offering, and the completion of the Common Stock Offering is
not contingent upon the completion of this offering. The Company
cannot assure you that the Common Stock Offering will be completed
on its proposed terms, or at all. The Common Stock Offering is
being made pursuant to a prospectus supplement and nothing
contained herein shall constitute an offer to sell or the
solicitation of an offer to buy common stock to be issued in the
Common Stock Offering.
The Notes will be offered only to persons
reasonably believed to be qualified institutional buyers in
compliance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and to certain non-U.S. persons
outside the United States in reliance on Regulation S under the
Securities Act. The Notes have not been registered under the
Securities Act and will not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any securities, nor shall
there be any offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
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 pending Common
Stock Offering, the pending Hill Country Acquisition and the
Company’s intended use of the net proceeds from the offering of the
Notes. 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 Common Stock Offering, the pending Hill
Country Acquisition and the offering of the Notes 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 of the Notes, or result in the
termination of the offering of the Notes or the transaction
agreement for the Hill Country Acquisition; and adverse effects on
the Company because of the failure to complete the Hill Country
Acquisition or the offering of the Notes. 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 |
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