Ryman Hospitality Properties, Inc. Announces Closing of Upsized Common Stock Offering and Full Exercise of Underwriters’ Over-Allotment Option
June 09 2023 - 4:05PM
Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”)
today announced the closing of its previously announced upsized
underwritten registered public offering of 4,427,500 shares of its
common stock, par value $0.01 per share, at a price to the public
of $93.25 per share (the “Offering”). The shares sold in the
Offering included 577,500 shares sold following the June 7, 2023
exercise in full of the underwriters’ option to purchase additional
shares of common stock, which were delivered at the time of the
closing of the Offering. As a result, the Company received
aggregate net proceeds from the sale of the common stock of
approximately $396 million, after deducting underwriting discounts
and commissions and other estimated expenses of the Offering
payable by the Company.
BofA Securities, J.P. Morgan, BTIG, Deutsche
Bank Securities, Wells Fargo Securities and Morgan Stanley acted as
joint book-running managers for the Offering. Credit Agricole CIB,
Scotiabank, SMBC Nikko and Raymond James acted as co-managers for
the Offering.
The Company expects to contribute the net
proceeds of the Offering to RHP Hotel Properties, LP (the
“Operating Partnership”). The Operating Partnership subsequently
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. The balance of the purchase price of the Hill
Country Acquisition will be funded with a combination of cash on
hand and the net proceeds the Operating Partnership and RHP Finance
Corporation (collectively, the “Issuers”) receive upon consummation
of the Issuers’ recently announced private placement of $400
million aggregate principal amount of senior notes due 2028 (the
“Notes”), which the Issuers upsized and priced on June 7, 2023 (the
“Private Placement”). The aggregate net proceeds from the Private
Placement are expected to be approximately $393 million, after
deducting the initial purchasers’ discounts and commissions and
estimated offering expenses. Subject to customary closing
conditions, the Private Placement is expected to close on June 22,
2023. If the Hill Country Acquisition is not consummated, the
Company intends to use the net proceeds of the Offering for general
corporate purposes, and 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.
This press release shall not constitute an offer
to sell or the solicitation of any offer to buy any securities, nor
shall there be any sale of any 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, the Private Placement and the anticipated use of the
net proceeds of the Offering and the Private Placement. 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 Private
Placement 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 Private Placement, or result in
the termination of the Private Placement 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 Private Placement. Other factors
that could cause results to differ are described in the filings
made from time to time by the Company with the U.S. Securities and
Exchange Commission 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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