Ryman Hospitality Properties, Inc. (NYSE:RHP) (the “Company”) announced
today that certain of its subsidiaries priced the private placement of
$400 million aggregate principal amount of 5% senior notes due 2023 (the
“notes”). The notes will be senior unsecured obligations of the
Company’s issuing subsidiaries and will be guaranteed by the Company and
all of the Company’s subsidiaries that guarantee or pledge assets as
collateral for its existing senior secured credit facility. Subject to
customary closing conditions, the issuers expect the private placement
of the notes to close on April 14, 2015. The aggregate net proceeds from
the sale of the notes are expected to be approximately $392 million,
after deducting the initial purchasers’ discounts and commissions and
estimated offering expenses. The Company intends to use substantially
all of the net proceeds from the offering to repay the amounts
outstanding under the term loan A, eliminating the term loan A, and to
repay a portion of the amounts outstanding under the revolving credit
facility of its existing credit facility. The Company’s $400 million
term loan B will remain outstanding.
The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), and outside the United States
pursuant to Regulation S under the Securities Act. The notes have not
been registered under the Securities Act and will not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
This press release is neither an offer to sell nor a solicitation of an
offer to buy any securities, nor shall there be any offer, solicitation
or sale in any jurisdiction in which such 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 7,795 rooms that are managed by
lodging operator 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, D.C. at National
Harbor, a 192-room hotel opening that is anticipated to open in April
2015. 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 nearly 90 years; the Ryman
Auditorium, the storied former home of the Grand Ole Opry located in
downtown Nashville; and 650 AM WSM, the Opry’s radio home.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” regarding the
proposed private placement and the Company’s intended use of proceeds
from such private placement. 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, 2014.
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.
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