Ryman Hospitality Properties, Inc. Announces Proposed $800 Million Senior Notes Offering

Rhea-AI Summary

Ryman Hospitality Properties, Inc. (RHP) announces a private placement offering of up to $800 million senior notes due 2032. The proceeds will be used to prepay existing debts and related expenses.

Insights

Financial Analyst

Ryman Hospitality Properties, Inc.'s announcement to offer up to $800 million in senior notes due 2032 represents a significant capital market activity. The decision to prepay existing indebtedness under the Second Amended and Restated Loan Agreement indicates a strategic move to restructure the company's debt profile. From a financial perspective, the terms of the new issuance, such as the interest rate compared to the ones being prepaid, will be pivotal in assessing the cost-effectiveness of this refinancing strategy.

Investors should consider the company's current leverage and interest coverage ratios, as these notes will increase the total debt. However, if the refinancing leads to lower interest expenses or extends maturities, it could improve the company's financial flexibility. The use of net proceeds to contribute to subsidiaries owning the Gaylord Rockies Resort & Convention Center suggests a targeted investment approach, potentially aimed at enhancing the value of specific assets within the portfolio.

Market Research Analyst

The private placement of senior notes by Ryman Hospitality Properties is indicative of the broader market's appetite for corporate debt, especially in the hospitality sector. The guarantee by the company and its subsidiaries that also guarantee existing credit facilities provides a layer of security for potential institutional investors. Market conditions, including interest rate trends and investor sentiment towards the hospitality industry post-pandemic recovery, will significantly influence the success of this offering.

It's important to note that the offering is limited to qualified institutional buyers and certain non-U.S. persons, which narrows the pool of potential investors but also targets those with the capability to undertake such investments. The impact on the stock market will largely depend on the reception of this offering and its subsequent effect on the company's credit rating and operational capabilities.

Legal Expert

The legal framework surrounding this private placement is governed by Rule 144A and Regulation S under the Securities Act of 1933. These rules facilitate the sale of securities to qualified institutional buyers and non-U.S. persons without the need for a public offering, reducing the regulatory burden on the issuer. However, the lack of registration under the Securities Act implies that the notes cannot be sold to the general public in the United States, which limits liquidity for these securities.

Investors should be aware that this legal structure also means less public disclosure than registered offerings, potentially affecting the availability of information to assess the investment. Moreover, the guarantee by the company and its subsidiaries is a legal commitment that underscores the issuer's confidence in its ability to meet obligations, which could be seen as a positive signal to the market.

NASHVILLE, Tenn., March 21, 2024 (GLOBE NEWSWIRE) -- 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 $800 million aggregate principal amount of senior notes due 2032 (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, 7.250% senior unsecured notes due 2028 and 4.500% senior unsecured notes due 2029.

The Operating Partnership intends to contribute the net proceeds of this offering to its subsidiaries that own the Gaylord Rockies Resort & Convention Center, and such subsidiaries intend to use such net proceeds, together with cash on hand, to prepay the indebtedness outstanding under the Second Amended and Restated Loan Agreement, dated as of July 2, 2019, with Wells Fargo Bank, National Association, as administrative agent, as amended from time to time, and to pay related fees and expenses. There can be no assurance that the offering of the notes will be consummated.

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 entertainment experiences. RHP’s holdings include 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, five of the top ten largest non-gaming convention center hotels in the United States based on total indoor meeting space. The Company also owns the JW Marriott San Antonio Hill Country Resort & Spa and two ancillary hotels adjacent to our Gaylord Hotels properties. The Company’s hotel portfolio is managed by Marriott International and includes a combined total of 11,414 rooms as well as more than 3 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, 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 the 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 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 offering of the Notes including, but not limited to, the occurrence of any event, change or other circumstance that could delay the offering of the Notes, or result in the termination of the offering of the Notes; and adverse effects on the Company because of the failure to complete 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, 2023 and subsequent filings. 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

FAQ

What is the purpose of Ryman Hospitality Properties, Inc. (RHP) offering up to $800 million senior notes due 2032?

The proceeds will be used to prepay the indebtedness outstanding under a loan agreement and related fees and expenses.

Who guarantees the senior unsecured obligations of the Issuers in the private placement offering?

The Company and its subsidiaries that guarantee its existing credit facility guarantee the senior unsecured obligations of the Issuers.

How will the net proceeds from the offering be utilized by the Operating Partnership?

The Operating Partnership intends to contribute the net proceeds to its subsidiaries that own the Gaylord Rockies Resort & Convention Center to prepay existing debts and related expenses.

What are the conditions for the offering of the senior notes due 2032 by Ryman Hospitality Properties, Inc. (RHP)?

The offering is subject to market and other conditions, and there is no assurance that it will be consummated.

Who is eligible to participate in the offering of the senior notes due 2032 by Ryman Hospitality Properties, Inc. (RHP)?

The Notes will be offered only to qualified institutional buyers in compliance with Rule 144A under the Securities Act of 1933 and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.