On June 6, 2023, Ryman Hospitality Properties, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives
(collectively, the “Representatives”) of the underwriters listed in Schedule 1 of the Underwriting Agreement (the “Underwriters”), providing for the issuance and sale by the Company of 3,850,000 shares of the Company’s common stock, par value
$0.01 per share (the “common stock”), at a purchase price to the public of $93.25 per share, less underwriting discounts and commissions, in a registered public offering (the “offering”). In addition, pursuant to the Underwriting Agreement, the
Company also granted the Underwriters a 30-day option (the “option”) to purchase up to an additional 577,500 shares of common stock on the same terms. On June
7, 2023, the Underwriters exercised the option in full. The offering, including the issuance and sale of the additional shares of common stock under the option, closed on
June 9, 2023. The net proceeds to the Company, after deducting Underwriters’ discounts and commissions and the estimated offering expenses payable by the Company,
were approximately $396 million.
The common stock was offered and sold pursuant to a final
prospectus supplement, dated June 6, 2023, a preliminary prospectus supplement, dated June 5, 2023, and a base prospectus relating to the Company’s effective shelf registration statement on Form S-3 (File Number 333-272429), dated June
5, 2023.
The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It
also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the common stock and customary contribution provisions in respect of those
liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text
of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. A copy of the opinion of Bass, Berry
& Sims PLC with respect to the validity of the shares of common stock is attached hereto as Exhibit 5.1.
Relationships
Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Certain of the Underwriters and/or their affiliates have been,
may be, or are lenders and/or agents under one or more of our credit facilities. BofA Securities, Inc. acted as exclusive financial advisor to the Company in connection with the previously announced, pending agreement to purchase the JW Marriott
San Antonio Hill Country Resort & Spa located in San Antonio, Texas (“Hill Country”), from BREIT JWM San Antonio LP and BREIT JWM San Antonio TRS LLC (collectively, the “Sellers”), for an aggregate purchase price of approximately $800 million,
which purchase price is subject to customary closing adjustments (the “Hill Country Acquisition”) and, as such, may receive customary fees and expenses for such services. Additionally, certain of the Underwriters, including J.P. Morgan Securities
LLC, acted as financial advisors to the Sellers in connection with the Hill Country Acquisition and, as such, may receive customary fees and expenses from the Sellers for such services.