ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Indenture
On
October 8, 2019, 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 other of its subsidiaries named as guarantors (each such
subsidiary and the Company individually, a “Guarantor” and collectively, the “Guarantors”) completed the
previously announced tack-on offering of $200 million aggregate principal amount of 4.750% Senior Notes due 2027 (the “Additional
Notes”), at an issue price of 101.250% of their aggregate principal amount, plus accrued interest from September 19, 2019.
The terms of the Additional Notes are governed by a base indenture, dated September 19, 2019 (the “Base Indenture”),
by and among the Issuers, the Guarantors and U.S. Bank National Association, as trustee, (the “Trustee”), as amended
and supplemented by a first supplemental indenture, dated October 8, 2019, by and among the Issuers, the Guarantors and the Trustee
(together with the Base Indenture, the “Indenture”). The Additional Notes are guaranteed by the Guarantors (the “Guarantees”)
and constitute a further issuance of the $500 million aggregate principal amount of 4.750% senior notes due 2027 issued on September
19, 2019 (the “Existing 2027 Notes” and together with the Additional Notes, the “Notes”).
As
a further issuance of the Existing 2027 Notes, the Additional Notes have the same terms as the Existing 2027 Notes. The Additional
Notes are general unsecured senior obligations of the Issuers, ranking equal in right of payment with existing and future senior
unsecured indebtedness, including the Existing 2027 Notes, that portion of the $350 million in aggregate principal amount of the
Issuers’ 5.00% senior unsecured notes due 2021 that remain outstanding following the completion of the Issuers’ tender
offer in September 2019 (which will be redeemed on October 21, 2019), $400 million in aggregate principal amount of the Issuers’
5.00% senior unsecured notes due 2023, and senior in right of payment to any future subordinated indebtedness. The Additional Notes
will be effectively junior to any of the Issuers’ secured indebtedness to the extent of the value of the assets securing
such indebtedness, including the Company’s existing credit facility, and structurally subordinated to all indebtedness and
other obligations of the Operating Partnership’s subsidiaries that do not guarantee the Additional Notes. The Guarantees
rank equally in right of payment with the applicable Guarantor’s existing and future senior unsecured indebtedness and senior
in right of payment to any future subordinated indebtedness of such Guarantor. The Additional Notes are effectively junior to any
secured indebtedness of any Guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated
to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the Additional
Notes.
Interest
on the Notes will be payable on April 15 and October 15 of each year, beginning on April 15, 2020, with the Notes
maturing on October 15, 2027. The Issuers may redeem the Notes before October 15, 2022, in whole or in part, at a redemption
price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption
date, plus a make-whole redemption premium. The Notes will be redeemable, in whole or in part, at any time on or after October 15,
2022 at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid
interest thereon to, but not including, the redemption date, if redeemed during the 12-month period beginning on October 15
of each of the years indicated below:
Year
|
|
Percentage
|
|
2022
|
|
|
103.563
|
%
|
2023
|
|
|
102.375
|
%
|
2024
|
|
|
101.188
|
%
|
2025 and thereafter
|
|
|
100.000
|
%
|
In addition, the Issuers
may redeem up to 40% of the Notes at any time prior to October 15, 2022 with the cash proceeds of certain equity offerings at a
redemption price equal to 104.750% of the principal amount plus accrued and unpaid interest to, but not including, the redemption
date. However, the Issuers may only make such redemptions if at least 60% of the original aggregate principal amount of the Notes
issued under the Indenture remains outstanding immediately after the occurrence of such redemption. In the event of a change of
control triggering event (as defined in the Indenture) of the Company or the Issuers, the Issuers will be required to offer to
purchase some or all of the Notes at 101% of their principal amount, plus accrued and unpaid interest up to, but not including,
the repurchase date.
The terms of the Indenture
restrict the ability of the Company and certain of its subsidiaries to borrow money, create liens on assets, make distributions
and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter
into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees
of debt, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications
set forth in the Indenture.
The Indenture provides
for customary events of default which include (subject in certain cases to grace and cure periods), among others: nonpayment of
principal or interest or premium; breach of covenants or other agreements in the Indenture; defaults in failure to pay certain
other indebtedness; the failure to pay certain final judgments; and certain events of bankruptcy, insolvency or reorganization.
Generally, if an event of default occurs and is continuing under the Indenture, either the trustee or the holders of at least 25%
in aggregate principal amount of the Notes then outstanding may declare the principal amount plus accrued and unpaid interest on
the Notes to be immediately due and payable.
The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the Base Indenture and the form of note, which
were filed as Exhibit 4.1 and Exhibit 4.2, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2019 and incorporated by reference herein, as well as the full text
of the Supplemental Indenture, which is filed as Exhibit 4.3 hereto and incorporated by reference herein.
Registration Rights Agreement
In connection with
the issuance of the Additional Notes and the Guarantees, the Company entered into a registration rights agreement dated October
8, 2019 (the “Registration Rights Agreement”) among the Company, the Issuers, the Guarantors and Deutsche Bank Securities
Inc. as representative of the initial purchasers (the “Initial Purchasers”). The terms of the Registration Rights Agreement
require the Company, the Issuers and the Guarantors to use commercially reasonable efforts to (i) file a registration statement
with the Securities and Exchange Commission with respect to a registered offer to exchange the Additional Notes for new notes registered
under the Securities Act of 1933, as amended, with terms substantially identical in all material respects to those of the Additional
Notes (except that the new notes will not contain terms with respect to transfer restrictions or provide for the payment of additional
interest) and consummate such exchange on or before the 365th day after September 19, 2019 and (ii) under certain circumstances,
file a shelf registration statement with respect to resales of the Additional Notes.
The Registration Rights
Agreement provides that if a “registration default” (as defined in the Registration Rights Agreement) occurs, then
additional interest shall accrue on the principal amount of the Additional Notes that are “registrable notes” (as defined
in the Registration Rights Agreement) at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per
annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such
additional interest accrues may in no event exceed 1.0% per annum).
The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which
is attached hereto as Exhibit 4.4 and is incorporated herein by reference.
Certain Relationships
Affiliates of certain
of the Initial Purchasers act as lenders and/or agents under the Company’s credit facility and may hold the Issuers’
Existing 2027 Notes, 5.00% senior unsecured notes due 2021 that remain outstanding following the completion of the Issuers’
tender offer in September 2019 (which will be redeemed on October 21, 2019) and 5.00% senior unsecured notes due 2023.