Ryman Hospitality Properties, Inc. Announces Closing of $400 Million of 7.250% Senior Notes Due 2028
June 22 2023 - 4:05PM
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”), completed the
previously announced private placement of
$400
million aggregate principal amount of
7.250% senior notes due 2028 (the “Notes”). The Notes are senior
unsecured obligations of the Issuers and are guaranteed by the
Company and the Company’s and the Operating Partnership’s
subsidiaries that guarantee the Operating Partnership’s existing
credit facility, the 4.750% senior unsecured notes due 2027 and the
4.50% senior unsecured notes due 2029. The aggregate net proceeds
from the sale of the Notes are expected to be approximately $393
million, after deducting the initial purchasers’ discounts and
commissions and estimated offering expenses.
The Operating Partnership intends to use, upon
release from escrow, the net proceeds of the offering and the net
proceeds of an underwritten registered public offering of 4,427,500
shares of common stock at a public offering price of $93.25 per
share, which closed on June 9, 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 related fees and expenses.
The gross proceeds of the 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 the offering is not contingent upon, and will
occur before, the completion of the Hill Country Acquisition, if
completed.
The Notes were 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 were not registered under the Securities
Act and may 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 OEG 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 Hill
Country Acquisition and the Company’s intended use of the net
proceeds from the Common Stock Offering and 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 Hill Country Acquisition 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 result in the termination of the transaction
agreement for the Hill Country Acquisition; and adverse effects on
the Company because of the failure to complete the Hill Country
Acquisition. 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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