Ryman Hospitality Properties, Inc. Announces Upsizing and Pricing of $1.0 Billion of Senior Notes Due 2032

Rhea-AI Summary

Ryman Hospitality Properties, Inc. (RHP) announces successful upsizing and pricing of $1.0 billion senior notes due 2032. The Notes will be senior unsecured obligations guaranteed by the Company and its subsidiaries. The net proceeds are expected to be approximately $983 million, with plans to repay existing debts and expenses.

Insights

Financial Analyst

Ryman Hospitality Properties' decision to upsize their senior notes offering from $800 million to $1 billion is a significant move that reflects the company's capital raising strategy and confidence in its ability to service debt. The 6.500% interest rate on the new notes, due in 2032, is notably higher than the rates on their existing notes, which could indicate a strategic response to current market conditions. The increased interest rate may attract investors looking for higher yield opportunities amidst a potentially rising interest rate environment.

The use of proceeds to prepay existing debt and related expenses shows a proactive approach to debt management. The prepayment of the Gaylord Rockies Resort & Convention Center's loan and the repayment of the term loan B suggests a targeted strategy to improve the company's debt profile and reduce interest expenses in the long term. However, the higher interest rate of the new issuance could offset some of these savings, depending on the difference in rates between the new and existing debt.

Debt Market Analyst

The private placement of senior notes is a common tool for companies like Ryman Hospitality Properties to access capital without diluting shareholder equity. The guarantee by the company and its subsidiaries provides an additional layer of security for investors, which may make the notes more appealing despite the lack of public registration. This move suggests that the company is leveraging its creditworthiness and existing assets to secure favorable terms, even in a private market setting.

However, the exclusivity to qualified institutional buyers and certain non-U.S. persons indicates a targeted fundraising approach, potentially limiting the pool of investors but also simplifying the compliance requirements. The successful closure of this offering will be a testament to institutional confidence in the company's financial stability and growth prospects. Investors should note the potential risks associated with the lack of liquidity due to the absence of a public market for these securities.

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”), successfully upsized and priced the private placement of $1.0 billion aggregate principal amount of 6.500% senior notes due 2032 (the “Notes”). The aggregate principal amount of the Notes to be issued in the offering was increased to $1.0 billion from the previously announced $800.0 million. 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. Subject to customary closing conditions, the Issuers expect the private placement of the Notes to close on March 28, 2024. The aggregate net proceeds from the sale of the notes are expected to be approximately $983 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses.

The Operating Partnership intends to contribute a portion of 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 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. The Operating Partnership intends to use the remaining net proceeds, together with cash on hand, to repay, as soon as practicable, approximately $200 million of indebtedness outstanding under the Operating Partnership’s term loan B pursuant to its existing credit facility. 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 total amount of senior notes issued by Ryman Hospitality Properties, Inc. (RHP)?

Ryman Hospitality Properties, Inc. (RHP) successfully upsized and priced $1.0 billion aggregate principal amount of 6.500% senior notes due 2032.

When is the expected closing date for the private placement of the Notes?

The Issuers expect the private placement of the Notes to close on March 28, 2024, subject to customary closing conditions.

How will the net proceeds from the sale of the notes be utilized?

The Operating Partnership intends to contribute a portion of the net proceeds to its subsidiaries that own the Gaylord Rockies Resort & Convention Center to prepay outstanding indebtedness and related fees, with the remaining proceeds used to repay existing debts.

Are the Notes registered under the Securities Act?

The Notes have not been registered under the Securities Act and will be offered only to qualified institutional buyers and certain non-U.S. persons in compliance with regulations.