As Filed With the Securities and Exchange Commission
on May 9, 2024
Registration No. 333-211214
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Ryman
Hospitality Properties, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware |
73-0664379 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| |
|
|
One Gaylord Drive
Nashville, Tennessee 37214
(Address, including zip code, of principal executive
offices) |
| |
|
Ryman
Hospitality Properties, Inc. 2016 Omnibus Incentive Plan
Ryman
Hospitality Properties, Inc. 2024 Omnibus Incentive Plan |
| (Full title of the plans) |
| |
|
Scott J. Lynn, Esq.
Executive Vice President, General Counsel and
Secretary
Ryman Hospitality Properties, Inc.
One Gaylord Drive
Nashville, Tennessee 37214
(Name and address of agent for service)
(615) 316-6000 |
| (Telephone number, including area code, of agent for service) |
| |
| With copy to: |
| |
|
F. Mitchell Walker, Jr., Esq.
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
(615) 742-6200 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer 🗹 |
|
Accelerated filer ¨ |
| Non-accelerated filer ¨ |
|
Smaller reporting company ¨ |
| |
|
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Explanatory Note
Ryman Hospitality Properties, Inc., a Delaware
corporation (the “Registrant” or the “Company”), previously filed its Registration Statement on Form S-8
(Registration No. 333-211214) with the United States Securities and Exchange Commission (the “Commission”) on May 6,
2016 (the “Registration Statement”) with respect to 1,800,000 shares of the Registrant’s Common Stock, par value $0.01
per share (the “Common Stock”), issuable under the Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan (the
“2016 Plan”).
On May 9, 2024 (the “Effective Date”),
the Registrant’s stockholders approved the Ryman Hospitality Properties, Inc. 2024 Omnibus Incentive Plan (the “2024
Plan”). Following the Effective Date, no further awards may be granted pursuant to the 2016 Plan (awards granted under the 2016
Plan prior to the Effective Date will remain outstanding in accordance with the terms of the 2016 Plan and any applicable award agreement).
Pursuant to the terms of the 2024 Plan, 364,262 shares of Common Stock that remained unissued and available for grant under the 2016 Plan
following the Effective Date (the “Remaining Share Reserve”) were carried forward and are now available for issuance under
the 2024 Plan. In addition, if any award granted under the 2016 Plan, but which after the Effective Date, terminates, expires unexercised
or is settled for cash, forfeited, or canceled without the delivery of shares of Common Stock under terms of the 2016 Plan, any shares
of Common Stock subject to such award shall be added to the Remaining Share Reserve (any such shares, together with the Remaining Share
Reserve, being the “Carried Forward Shares”).
The Registrant is filing this Post-Effective Amendment
No. 1 to its Registration Statement on Form S-8 (Registration No. 333-211214) (this “Post-Effective Amendment”)
pursuant to Item 512(a)(1)(iii) of Regulation S-K and Commission Compliance and Disclosure Interpretation 126.43 to amend the Registration
Statement to register the offer of the Carried Forward Shares under the 2024 Plan (as such shares can no longer be issued under the 2016
Plan). For avoidance of doubt, the Registrant is not registering any additional shares of Common Stock pursuant to this Post-Effective
Amendment.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Registrant has sent or given or will send or
give documents containing the information specified by Part I of this Registration Statement to participants in the plan to which
this Registration Statement relates, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act of
1933, as amended (the “Securities Act”). The Registrant is not filing such documents with the Commission, but these documents
constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof)
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant
with the Commission, pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are hereby incorporated by reference and shall be deemed to be a part hereof from the date of filing of such document:
Except to the extent that information therein is
deemed furnished and not filed pursuant to the Exchange Act, all documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statements
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes
hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein) modifies or replaces such statement. Any statement so modified or replaced shall not be deemed,
except as so modified or replaced, to constitute a part hereof.
In no event,
however, unless stated otherwise in the applicable report, will any information that the Registrant has disclosed or will disclose under
Item 2.02 or 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated
by reference into, or otherwise become a part of, this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145(a) of the Delaware General
Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful.
Section 145(b) of the DGCL grants each
corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made pursuant to Section 145(b) of the DGCL in respect of any
claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that
to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Sections 145(a) and (b) of the DGCL, as described in the preceding paragraphs,
or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL provides that
any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee
or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and
(b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than
a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by
the stockholders.
Section 145(g) of the DGCL provides,
in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation against any liability asserted against the person in any such capacity, or arising out of
the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability
under the provisions of the DGCL.
Section 102(b)(7) of the DGCL enables
a corporation in its certificate of incorporation, or an amendment thereto, to eliminate or limit the personal liability of a director
or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except with
respect to (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation
or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) a director under Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), (iv) a director or officer for any transaction from which the director
or officer derived an improper personal benefit or (v) an officer in any action by or in the right of the corporation.
The Company’s Amended and Restated Certificate
of Incorporation (the “Charter”) provides that a director will not be personally liable to the Company or its stockholders
for monetary damages for breach of his or her fiduciary duty as a director, except to the extent that such exemption from liability is
not permitted under Delaware law as then in effect or as it may be amended; for any breach of the director’s duty of loyalty to
the Company or its stockholders; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law; under Section 174 of the DGCL, which concerns the unlawful payment of dividends or an unlawful stock purchase or redemption;
or for any transaction from which the director derived an improper personal benefit.
The Company’s Charter and its Second Amended
and Restated Bylaws (the “Bylaws”) each grant its directors and officers a right to indemnification to the fullest extent
authorized or permitted by the DGCL (as now or hereafter in effect) for all expenses, liabilities and losses reasonably incurred by each
director or officer who was or is made, or is threatened to be made, a party or witness to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal or otherwise) by reason of the fact that while they are or were the Company’s directors
or officers, they are or were serving at the Company’s request as directors or officers of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any capacity. Notwithstanding the foregoing, except for proceedings to enforce
rights to indemnification, the Company is not obligated to indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such persons unless such proceeding (or part thereof) was authorized or consented to by the Company’s board
of directors. The right to indemnification in the Company’s Charter and Bylaws includes the right to have expenses incurred by officers
and directors in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to
be indemnified by the Company as authorized in the Company’s organizational documents. The Company’s Bylaws provide that such
expenses incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the Company deems appropriate.
The Company’s Charter and Bylaws provide
that any repeal or modification of the limitation of liability and indemnification provisions summarized above will only be prospective
and will not affect the rights of current or former directors or officers under these provisions in effect at the time of the alleged
occurrence of any acts, omissions, facts or circumstances occurring prior to such repeal or modification.
The Company is party to indemnification agreements
between it and each of the Company’s directors and officers. These indemnification agreements are intended to complement the indemnification
protection under the DGCL and the Company’s Charter and Bylaws and to provide for indemnification of these directors to the fullest
extent permitted by applicable law.
The Company maintains insurance on behalf of any
person who is or was a director or officer of the Company, or is now or was serving at the Company’s request as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power or
the obligation to indemnify him against such liability under the provisions of the Company’s Charter or Bylaws.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
* Filed
herewith
| (a) | The undersigned Registrant hereby undertakes: |
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in this Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Nashville, State of Tennessee, on this 9th day of May, 2024.
| |
Ryman
Hospitality Properties, Inc. |
| |
|
| |
By: |
/s/ Mark Fioravanti |
| |
|
Mark Fioravanti |
| |
|
President and Chief Executive Officer |
KNOW
ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Mark Fioravanti and Scott
J. Lynn, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
Date |
| |
|
|
|
| /s/ Colin V. Reed |
|
Executive Chairman of the Board of Directors |
May 9, 2024 |
| Colin V. Reed |
|
|
|
| |
|
|
|
| /s/ Rachna Bhasin |
|
Director |
May 9,
2024 |
| Rachna Bhasin |
|
|
|
| |
|
|
|
| /s/ Alvin Bowles, Jr. |
|
Director |
May 9,
2024 |
| Alvin Bowles, Jr. |
|
|
|
| |
|
|
|
| /s/ William E. Haslam |
|
Director |
May 9,
2024 |
| William E. Haslam |
|
|
|
| |
|
|
|
| /s/ Erin Mulligan Helgren |
|
Director |
May 9,
2024 |
| Erin Mulligan Helgren |
|
|
|
| |
|
|
|
| /s/ Fazal F. Merchant |
|
Director |
May 9,
2024 |
| Fazal F. Merchant |
|
|
|
| |
|
|
|
| /s/ Christine Pantoya |
|
Director |
May 9,
2024 |
| Christine Pantoya |
|
|
|
| |
|
|
|
| /s/ Robert S. Prather, Jr. |
|
Director |
May 9,
2024 |
| Robert S. Prather, Jr. |
|
|
|
| |
|
|
|
| /s/ Michael I. Roth |
|
Director |
May 9,
2024 |
| Michael I. Roth |
|
|
|
| |
|
|
|
| /s/ Mark Fioravanti |
|
Director, President and Chief Executive |
May 9,
2024 |
| Mark Fioravanti |
|
Officer (Principal Executive Officer) |
|
| |
|
|
|
| /s/ Jennifer Hutcheson |
|
Executive Vice President, Chief |
May 9, 2024 |
| Jennifer Hutcheson |
|
Financial Officer and Chief Accounting
Officer (Principal Financial Officer and
Principal Accounting Officer) |
|
Exhibit 5.1
150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615) 742-6200
May 9, 2024
Ryman Hospitality Properties, Inc.
One Gaylord Drive
Nashville, Tennessee 37214
| Re: | Post-Effective Amendment to Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Ryman Hospitality
Properties, a Delaware corporation (the “Company”), in connection with the preparation and filing of Post-Effective Amendment
No. 1 (the “Post-Effective Amendment”) to Registration Statement on Form S-8 (File No. 333-211214) (the “Registration
Statement) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of
1933, as amended (the “Act”).
The Registration Statement registered up to 1,800,000
shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), issuable pursuant to awards granted
under the Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”). The
Post-Effective Amendment reflects that a portion of the shares of Common Stock registered
under the Registration Statement (which were previously available for issuance under the 2016 Plan but were unissued as of March 22,
2024 and not subject to any outstanding awards under the 2016 Plan (the “Share Reserve”)), plus the number of shares of Common
Stock underlying any outstanding awards granted under the 2016 Plan, but which after May 9, 2024, are not delivered in settlement of
such awards on account of the termination, expiration, settlement in cash, forfeiture, or cancellation without the delivery of shares
of Common Stock under terms of the awards and the 2016 Plan (together with the Share Reserve, the “Carried Forward Shares”),
will become available for issuance under the Ryman Hospitality Properties, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”),
pursuant to awards granted under the 2024 Plan.
In connection with this opinion, we have examined
and relied upon such records, documents, certificates, and other instruments as we have deemed necessary or appropriate in order to express
the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents, the legal competence of all signatories to such documents, and,
except to the extent we express an opinion as to due authorization in the next paragraph of this letter, the due authorization, execution
and delivery of all documents by the parties thereto. As to various questions of fact relevant to the opinion expressed herein, we have
relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials
and officers and representatives of the Company.
Based upon and subject to the qualifications,
assumptions and limitations set forth herein, we are of the opinion that the Carried Forward Shares have been duly authorized and, when
issued in accordance with the terms of the 2024 Plan and the relevant award agreements, will be legally issued, fully paid and non-assessable.
The opinions expressed above are limited to the
General Corporation Law of the State of Delaware (which includes applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution).
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Post-Effective Amendment. In giving
this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission.
This opinion is limited to the specific issues
addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
This opinion is furnished to you in connection
with the filing of the Post-Effective Amendment. Our opinion is rendered as of the date hereof and we assume no obligation to advise
you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
| |
Very truly yours, |
| |
|
| |
/s/ Bass, Berry & Sims PLC |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We
consent to the incorporation by reference in the Post Effective Amendment No. 1 to the Registration Statement (Form S-8 No. 333-211214)
pertaining to the Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan and the Ryman Hospitality Properties, Inc. 2024 Omnibus
Incentive Plan of our reports dated February 23, 2024, with respect to the consolidated financial statements and schedules of Ryman Hospitality
Properties, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Ryman Hospitality Properties,
Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Nashville, Tennessee
May 9, 2024
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