Ryman Hospitality Properties, Inc. Announces Offering of 3,000,000 Shares of Common Stock
December 09 2019 - 4:26PM
Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”)
today announced that it plans to make a public offering of
3,000,000 shares of its common stock, par value $0.01 per share, in
an underwritten registered public offering (the “Offering”). The
Company expects to grant the underwriters a 30-day option to
purchase up to 450,000 additional shares of common stock.
The Company intends to use a portion of the net
proceeds of the Offering (after deducting the underwriting
discounts and commissions and other estimated expenses of the
Offering payable by the Company) to fund the approximately $134
million cash portion of the consideration for the previously
announced pending acquisition of Block 21, a mixed-use
entertainment, lodging, office and retail complex located in
downtown Austin, Texas (the “Block 21 Acquisition”), and the
related fees and expenses of the Block 21 Acquisition. The Offering
is not conditioned upon consummation of the Block 21 Acquisition.
The Company intends to use the remaining net proceeds of this
Offering, or all of the net proceeds from this Offering if the
Block 21 Acquisition is not consummated, for general corporate
purposes, including future acquisitions or investments and the
repayment of indebtedness outstanding under the Company’s existing
revolving credit facility.
BofA Securities, J.P. Morgan and Wells Fargo
Securities are acting as joint book-running managers for the
Offering. The Offering is subject to market and other conditions,
and there can be no assurance as to whether or when the Offering
may be completed or as to the final size or terms of the
Offering.
The Offering is being conducted pursuant to the
Company’s shelf registration statement on Form S-3, which
automatically became effective upon filing with the Securities and
Exchange Commission (the “SEC”) on December 9, 2019. The Offering
is being made solely by means of a prospectus and a related
prospectus supplement, which will be filed with the SEC. When
available, copies of the prospectus and the related prospectus
supplement may be obtained from BofA Securities, NC1-004-03-43, 200
North College Street, 3rd Floor, Charlotte, NC 28255-0001,
Attention: Prospectus Department or by email at
dg.prospectus_requests@bofa.com; from J.P. Morgan, Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 1-866-803-9204; or from Wells Fargo
Securities, 375 Park Avenue, New York, NY 10152, Attention: Equity
Syndicate Department, or by calling (800) 326-5897 or by e-mailing
cmclientsupport@wellsfargo.com. Electronic copies of the prospectus
and related prospectus supplement are available on the website of
the SEC at http://www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of any offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Ryman Hospitality Properties,
Inc.
Ryman Hospitality Properties, Inc. (NYSE: RHP)
is a real estate investment trust for U.S. 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, 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 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 Block 21
Acquisition and the anticipated use of the net proceeds from the
Offering by the Company. 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 Block 21 Acquisition
and the Offering including, but not limited to, the occurrence of
any event, change or other circumstance that could delay the
closing of the Block 21 Acquisition or the Offering, or result in
the termination of the Offering or the transaction agreement for
the Block 21 Acquisition; and adverse effects on the Company’s
common stock because of the failure to complete the Block 21
Acquisition or the Offering. 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, 2018 and its
Quarterly Reports on Form 10-Q 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.
Source: Ryman Hospitality Properties, Inc.
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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