Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”)
announced today that RHP Hotel Properties, LP (the “Operating
Partnership”) and RHP Finance Corporation (together, with the
Operating Partnership, the “Issuers”), its indirect wholly owned
subsidiaries, have commenced a cash tender offer (the “Tender
Offer”) for any and all of their outstanding $350 million aggregate
principal amount of 5.00% senior notes due 2021 (the “2021 Notes”),
which were jointly issued by the Issuers and are jointly and
severally guaranteed, on an unsecured unsubordinated basis by the
Company and the Operating Partnership’s subsidiaries that guarantee
the Company’s senior secured credit facility.
The Tender Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase dated September 12,
2019 (as it may be amended or supplemented, the “Offer to
Purchase”), the related letter of transmittal (as it may be amended
or supplemented, the “Letter of Transmittal”) and the related
notice of guaranteed delivery (as it may be amended or
supplemented, the “Notice of Guaranteed Delivery,” together with
the Offer to Purchase and the Letter of Transmittal, the “Offer
Documents”).
The Tender Offer is scheduled to expire at 5:00 p.m. New York
City Time on September 18, 2019, unless extended or earlier
terminated as described in the Offer to Purchase (such time and
date, as each may be extended, the “Expiration Time”). Holders of
the 2021 Notes who validly tender (and do not validly withdraw)
their 2021 Notes prior to the Expiration Time, or who comply with
the procedures set forth in the Notice of Guaranteed Delivery, will
be eligible to receive in cash $1,002.50 for each $1,000 principal
amount of 2021 Notes that are accepted for purchase in the Tender
Offer, plus accrued and unpaid interest on such 2021 Notes from the
April 15, 2019 interest payment date up to, but not including, the
settlement date for the Tender Offer, which is expected to be
September 19, 2019 (the “Settlement Date”). The settlement date for
any 2021 Notes tendered pursuant to a Notice of Guaranteed Delivery
is expected to be September 23, 2019. All accrued and unpaid
interest on the 2021 Notes from the April 15, 2019 interest payment
date up to, but not including, the Settlement Date will cease to
accrue on the Settlement Date for all 2021 Notes accepted for
purchase pursuant to the Tender Offer, including those tendered
pursuant to the Notice of Guaranteed Delivery.
Certain information regarding the 2021 Notes and the terms of
the Tender Offer is summarized in the table below.
Title of Security |
|
CUSIP Numbers/ISINs |
|
Principal Amount Outstanding |
|
Purchase Price per $1,000 principal amount of 2021 Notes |
5.00%
Senior Notes Due 2021 |
|
749571 AB1
/ US749571AB16 |
|
$350,000,000 |
|
$1,002.50 |
Tendered 2021 Notes may be validly withdrawn at any time (i) at
or prior to the earlier of (x) the Expiration Time and (y) in the
event the Tender Offer is extended, the tenth business day after
commencement of the Tender Offer, and (ii) after the 60th business
day after the commencement of the Tender Offer if for any reason
the Tender Offer has not been consummated within 60 business days
after the commencement of the Tender Offer.
The Tender Offer is conditioned upon the satisfaction of certain
conditions that may be waived or changed, including the completion
by the Issuers of an offering (the “Notes Offering”) of senior
unsecured notes (the “New Notes”) on terms satisfactory to the
Issuers in their sole discretion, generating aggregate proceeds
(before underwriters’ discounts and commissions and other offering
expenses) of at least $500 million. The Tender Offer is not
conditioned upon any minimum amount of 2021 Notes being tendered,
and the Notes Offering is not conditioned on the completion of the
Tender Offer.
The Tender Offer may be amended, extended, terminated or
withdrawn in the Company’s sole discretion and subject to
applicable law.
There is no assurance that the Tender Offer will be subscribed
for in any amount. The Company intends to redeem, in accordance
with the terms of the indenture governing the 2021 Notes, any of
the 2021 Notes that remain outstanding after the expiration of the
Tender Offer.
The Company has retained Deutsche Bank Securities to serve as
the exclusive dealer manager for the Tender Offer and D.F. King
& Co., Inc. to serve as the tender agent and information agent
for the Tender Offer.
Questions regarding the terms of the offer may be directed to
Deutsche Bank Securities by calling (855) 287-1922 (toll-free) or
(212) 250-7527 (collect). Requests for documents should be directed
to D.F. King & Co., Inc. by calling (212) 269-5550 (for banks
and brokers), or (866) 342-8290 (for all others toll free), or
emailing rhp@dfking.com. Copies of the Offer to Purchase, Letter of
Transmittal and Notice of Guaranteed Delivery are also available at
the following web address: http://www.dfking.com/rhp.
None of the Issuers, their boards of directors, the dealer
manager or D.F. King, or any of their respective affiliates, is
making any recommendation as to whether holders should tender any
2021 Notes in response to the Tender Offer. Holders should make
their own decision as to whether to tender their 2021 Notes and, if
so, the principal amount of 2021 Notes to tender.
This press release does not constitute an offer to buy nor a
solicitation of an offer to sell any 2021 Notes or any other
securities of the Issuers, including the New Notes, nor shall it
constitute a notice of redemption under the indenture governing the
2021 Notes, nor will there be any offer or sale of any 2021 Notes
or other securities, including the New Notes, in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (NYSE: RHP) is a real estate
investment trust for federal income tax purposes, specializing in
group-oriented, destination hotel assets in urban and resort
markets. The Company’s owned assets include a network of four
upscale, meetings-focused resorts totaling 8,114 rooms that are
managed by lodging operator Marriott International, Inc. under the
Gaylord Hotels brand. The Company is also a joint venture owner of
the 1,501-room Gaylord Rockies Resort & Convention Center,
which is also managed by Marriott International, Inc. under the
Gaylord Hotels brand. Other owned assets managed by Marriott
International, Inc. include Gaylord Springs Golf Links, the
Wildhorse Saloon, the General Jackson Showboat, The Inn at
Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland
and AC Hotel Washington, DC at National Harbor, a 192-room hotel
near Gaylord National. The Company also owns and operates media and
entertainment assets, including the Grand Ole Opry (opry.com), the
legendary weekly showcase of country music’s finest performers for
over 90 years; the Ryman Auditorium, the storied former home of the
Grand Ole Opry located in downtown Nashville; 650 AM WSM, the
Opry’s radio home; and Ole Red, a country lifestyle and
entertainment brand. For additional information about Ryman
Hospitality Properties, visit www.rymanhp.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains “forward-looking statements”
concerning the Tender Offer, including its timing, expiration and
settlement, the issuance of the New Notes by the Issuers, and the
planned redemption of any 2021 Notes that remain outstanding
following the expiration of the Tender Offer. These forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from the statements made.
Important factors that could cause actual results to differ are
described in the filings made from time to time by the Company with
the U.S. Securities and Exchange Commission and include the risk
factors described in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018. 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 & Chief Financial 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 |
babrahamson@rymanhp.com |
~or~ |
~or~ |
Todd Siefert, Vice President Corporate Finance & Treasurer |
Robert Winters |
Ryman Hospitality Properties, Inc. |
Alpha IR Group |
615-316-6344 |
(929) 266-6315 |
tsiefert@rymanhp.com |
robert.winters@alpha-ir.com |
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