Ryman Hospitality Properties, Inc. Announces Closing of Private Offering of $500 Million of 4.750% Senior Notes Due 2027 and ...
September 19 2019 - 4:05PM
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, completed the previously announced private placement
of $500 million aggregate principal amount of 4.750% senior notes
due 2027 (the “notes”). The notes are senior unsecured obligations
of the Issuers and are guaranteed by the Company and the Operating
Partnership’s subsidiaries that guarantee the Company’s senior
secured credit facility, the 5.00% senior unsecured notes due 2021
(the “2021 Notes”) and the 5.00% senior unsecured notes due 2023.
The aggregate net proceeds from the sale of the notes are expected
to be approximately $493 million, after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses.
The notes were offered in the United States to persons
reasonably believed to be “qualified institutional buyers” pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act. The notes
were not registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act.
The Company also announced today the expiration and results of
the Issuers’ previously announced cash tender offer (the “Tender
Offer”) for any and all of the 2021 Notes, which expired at 5:00
p.m., New York City time, on September 18, 2019 (the “Expiration
Time”). As of the Expiration Time, $197,535,000 aggregate principal
amount of 2021 Notes, or approximately 56.44% of the aggregate
principal amount of 2021 Notes outstanding, had been validly
tendered and not validly withdrawn, not including any 2021 Notes
that may be validly tendered pursuant to guaranteed delivery
procedures. Holders (as defined in the Offer to Purchase dated
September 12, 2019 (the “Offer to Purchase”)) who indicated by the
Expiration Time that they will deliver their 2021 Notes through the
guaranteed delivery procedures set forth in the Offer to Purchase,
must deliver their 2021 Notes by 5:00 p.m., New York City time, on
September 20, 2019. The complete terms and conditions of the Tender
Offer were set forth in the Offer to Purchase, the related letter
of transmittal and the related notice of guaranteed delivery (the
“Notice of Guaranteed Delivery”).
The Issuers today accepted for purchase and paid for all the
2021 Notes validly tendered in the Tender Offer at or prior to the
Expiration Time and not validly withdrawn before the Expiration
Time. Holders of 2021 Notes who validly tendered (and did not
validly withdraw) their 2021 Notes in the Tender Offer at or prior
to the Expiration Time received in cash $1,002.50 per $1,000
principal amount of 2021 Notes (the “Purchase Price”) validly
tendered and accepted for purchase pursuant to the Offer to
Purchase, plus accrued and unpaid interest from the April 15, 2019
interest payment date for the 2021 Notes up to, but not including,
the settlement date, September 19, 2019 (the “Settlement Date”).
With respect to the 2021 Notes tendered and accepted for purchase,
if any, pursuant to the guaranteed delivery procedures described in
the Offer to Purchase, the Holders of any such 2021 Notes will
receive payment of the Purchase Price for such 2021 Notes, plus
accrued and unpaid interest from the April 15, 2019 interest
payment date for the 2021 Notes up to, but not including, the
Settlement Date, on the settlement date for any 2021 Notes tendered
pursuant to a Notice of Guaranteed Delivery, which 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. Deutsche Bank Securities served
as dealer manager for the Tender Offer and D.F. King & Co.,
Inc. served as the tender agent and information agent for the
Tender Offer.
For additional information regarding the terms of the Tender
Offer, please contact Deutsche Bank Securities by calling (855)
287-1922 (toll-free) or (212) 250-7527 (collect). Questions
regarding the Tender Offer 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.
The Issuers used a portion of the net proceeds from the offering
of the notes to repurchase the 2021 Notes validly tendered and
accepted for purchase pursuant to the Tender Offer, including the
payment of accrued and unpaid interest, and costs and expenses in
connection with the Tender Offer. The Issuers intend to use
substantially all of the remaining net proceeds from the offering
to redeem the 2021 Notes that remain outstanding following the
completion of the Tender Offer, in accordance with the indenture
governing the 2021 Notes, including the payment of all accrued
interest and costs and expenses in connection with the redemption
of such 2021 Notes, and to repay a portion of the amounts
outstanding under the Company’s revolving credit facility.
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, 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 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.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains “forward-looking statements”
regarding the amount and the Company’s intended use of proceeds
from the completed private placement and the planned redemption of
the 2021 Notes. 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 |
ssullivan@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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