Ryman Hospitality Properties Enters Material Agreement
Ticker: RHP · Form: 8-K · Filed: Mar 28, 2024 · CIK: 1040829
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
Ryman Hospitality Properties just signed a big deal, creating new financial obligations.
AI Summary
On March 28, 2024, Ryman Hospitality Properties, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The company, previously known as Gaylord Entertainment Co., is incorporated in Delaware and headquartered in Nashville, Tennessee.
Why It Matters
This filing signals a significant new financial commitment or obligation for Ryman Hospitality Properties, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.
Key Players & Entities
- Ryman Hospitality Properties, Inc. (company) — Registrant
- Gaylord Entertainment Co. (company) — Former Company Name
- March 28, 2024 (date) — Date of Report
- Delaware (jurisdiction) — State of Incorporation
- Nashville, Tennessee (location) — Principal Executive Offices
FAQ
What is the nature of the material definitive agreement entered into by Ryman Hospitality Properties, Inc.?
The filing indicates the entry into a material definitive agreement but does not specify the details of the agreement itself.
What type of financial obligation has Ryman Hospitality Properties, Inc. created?
The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed in this summary.
When was this material definitive agreement entered into?
The agreement was entered into on March 28, 2024, which is the date of the earliest event reported.
What was Ryman Hospitality Properties, Inc. previously known as?
Ryman Hospitality Properties, Inc. was formerly known as Gaylord Entertainment Co. /DE and New Gaylord Entertainment Co.
Where is Ryman Hospitality Properties, Inc. headquartered?
The company's principal executive offices are located at One Gaylord Drive, Nashville, Tennessee.
Filing Stats: 1,626 words · 7 min read · ~5 pages · Grade level 12.2 · Accepted 2024-03-28 16:44:34
Key Financial Figures
- $1.0 billion — ), pursuant to which the Issuers issued $1.0 billion aggregate principal amount of 6.500% Se
- $200 million — , as soon as practicable, approximately $200 million of indebtedness outstanding under the O
- $700 million — enior unsecured indebtedness, including $700 million in aggregate principal amount of the Is
- $400 million — Issuers' 4.750% senior notes due 2027, $400 million in aggregate principal amount of the Is
- $600 million — suers' 7.250% senior notes due 2028 and $600 million in aggregate principal amount of the Is
Filing Documents
- ny20024154x2_8k.htm (8-K) — 46KB
- ny20024154x2_ex4-1.htm (EX-4.1) — 1004KB
- ny20024154x2_ex99-1.htm (EX-99.1) — 17KB
- ryman_logo.jpg (GRAPHIC) — 9KB
- 0001140361-24-016193.txt ( ) — 1381KB
- rhp-20240328.xsd (EX-101.SCH) — 4KB
- rhp-20240328_lab.xml (EX-101.LAB) — 21KB
- rhp-20240328_pre.xml (EX-101.PRE) — 16KB
- ny20024154x2_8k_htm.xml (XML) — 4KB
01. ENTRY
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Indenture On March 28, 2024, Ryman Hospitality Properties, Inc., a Delaware corporation (the "Company"), its subsidiaries RHP Hotel Properties, LP, a Delaware limited partnership (the "Operating Partnership"), and RHP Finance Corporation (together with the Operating Partnership, the "Issuers"), and certain of the Company's other subsidiaries named as guarantors (each such subsidiary and the Company individually, a "Guarantor" and, collectively the "Guarantors") entered into an indenture (the "Indenture") with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), pursuant to which the Issuers issued $1.0 billion aggregate principal amount of 6.500% Senior Notes due 2032 (the "Notes"), which are guaranteed by the Guarantors (the "Guarantees"). The Operating Partnership intends to contribute a portion of the net proceeds of the Notes 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 (the "Gaylord Rockies Loan Agreement"), 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. The Notes are general unsecured senior obligations of the Issuers, ranking equal in right of payment with existing and future senior unsecured indebtedness, including $700 million in aggregate principal amount of the Issuers' 4.750% senior notes due 2027, $400 million in aggregate principal amount of the Issuers' 7.250% senior notes due 2028 and $600 million in a
01 OTHER EVENTS
ITEM 8.01 OTHER EVENTS. On March 28 , 2024, the Company issued a press release announcing the closing of the Notes offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
01. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 4.1 Indenture, dated as of March 28, 2024, among RHP Hotel Properties, LP, RHP Finance Corporation, Ryman Hospitality Properties, Inc., as a guarantor, each of the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 6.500% Senior Note due 2032 (incorporated by reference to Exhibit A to Exhibit 4.1 hereof). 99.1 Press Release of Ryman Hospitality Properties, Inc., dated March 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RYMAN HOSPITALITY PROPERTIES, INC. Date: March 28, 2024 By: /s/ Scott J. Lynn Name: Scott J. Lynn Title: Executive Vice President, General Counsel and Secretary