Current Report Filing (8-k)
December 09 2019 - 5:08PM
Edgar (US Regulatory)
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2019-12-08
2019-12-09
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2019 (December 9, 2019)
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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1-13079
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73-0664379
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Gaylord Drive
Nashville, Tennessee
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37214
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (615) 316-6000
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on
Which Registered
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Common Stock, par value $.01
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RHP
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New York Stock Exchange
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ¨
On
December 9, 2019, Ryman Hospitality Properties, Inc. (the “Company”) announced
that it intends to offer 3,000,000 shares of its common stock, par value $0.01 per
share, in an underwritten registered public offering (the “Offering”). A copy of the press release is filed herewith
as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to
sell or the solicitation of an offer to buy any security.
On
December 9, 2019, the Company announced the proposed acquisition of Block 21, a mixed-use
entertainment, lodging, office and retail complex located in downtown Austin, Texas (the “Block 21 Acquisition”). A
copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K 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 U.S. Securities and Exchange Commission 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.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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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.
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RYMAN HOSPITALITY PROPERTIES, INC.
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Date: December 9, 2019
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By:
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/s/ Scott Lynn
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Name:
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Scott Lynn
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Title:
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Executive Vice President, General Counsel and Secretary
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