Ryman Hospitality Properties, Inc. Announces Closing Of $700 Million Of 6.250% Senior Notes Due 2035

Rhea-AI Summary

Ryman Hospitality Properties (NYSE: RHP) announced that subsidiaries RHP Hotel Properties, LP and RHP Finance Corporation have closed a private placement of $700 million of 6.250% senior unsecured notes due 2035, guaranteed by the company and certain subsidiaries, generating approximately $689 million in expected net proceeds.

The operating partnership intends to use these proceeds to help fund the approximately $1.38 billion pending acquisition of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes and related fees, alongside funds from a recent common stock offering at $117.00 per share and cash on hand. If the acquisition is not completed, the notes will be subject to a special mandatory redemption at 100% of the issue price plus accrued interest.

Positive

• $700 million 6.250% senior notes due 2035 successfully issued in private placement
• Expected net proceeds of approximately $689 million provide defined funding source
• Notes help fund approximately $1.38 billion Grande Lakes Acquisition purchase price
• Common stock offering of 5,865,000 shares at $117.00 already closed to support funding

Negative

• New $700 million 6.250% senior notes increase long-term debt and interest obligations
• Equity offering of 5,865,000 new shares implies shareholder dilution
• Financing structure depends on completion of the Grande Lakes Acquisition, otherwise triggering mandatory redemption

News Explained

Ryman’s completed funding package combines debt obligations with a share offering that can reduce existing holders’ ownership percentage.

With the notes now closed, Ryman has committed $700 million of senior unsecured debt financing toward the still-pending Grande Lakes Acquisition, while its completed 5,865,000-share common-stock offering can reduce existing holders’ percentage ownership.

The notes are obligations of Ryman subsidiaries, guaranteed by the company and specified subsidiaries, and carry a 6.250% rate until their 2035 maturity.

This was a private placement—securities sold to selected investors outside a public offering—and the notes were not registered, so U.S. resale requires registration or an applicable exemption under the disclosed terms.

Market Context

0.65% was the 24-hour move after RHP’s August 12 equity-offering closing, offering a recent financin...

Analysis

0.65% was the 24-hour move after RHP’s August 12 equity-offering closing, offering a recent financing comparator for this debt closing. The active S-3ASR shelf is additional issuance context; acquisition execution remains a stated risk.

Key Figures

Senior notes principal: $700 million Interest rate: 6.250% Net proceeds: approximately $689 million +3 more

6 metrics

Senior notes principal $700 million Private placement of senior notes due 2035

Interest rate 6.250% Senior notes due 2035

Net proceeds approximately $689 million After discounts, commissions and estimated offering expenses

Acquisition purchase price approximately $1.38 billion Grande Lakes Acquisition

Common stock offering 5,865,000 shares at $117.00 per share Offering closed August 12, 2026

Special redemption price 100% of issue price If the Grande Lakes Acquisition is not consummated

Historical Context

5 past events · Latest: Aug 12 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 12	Common stock offering	Negative	+0.7%	Closed equity financing to fund part of the pending Grande Lakes acquisition.
Aug 11	Senior notes pricing	Negative	+1.6%	Priced senior notes to finance part of the pending Grande Lakes acquisition.
Aug 11	Senior notes offering	Negative	+1.8%	Proposed senior notes financing for part of the pending Grande Lakes acquisition.
Aug 10	Common stock pricing	Negative	+1.8%	Priced common shares to fund part of the pending Grande Lakes acquisition.
Aug 10	Common stock offering	Negative	-0.7%	Launched common-share offering to fund part of the pending Grande Lakes acquisition.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent financing announcements were followed by positive 24-hour reactions in four listed events and a negative reaction in one.

Key Terms

private placement, senior unsecured obligations, special mandatory redemption, rule 144a, +1 more

5 terms

private placement financial

"completed the previously announced private placement of $700 million aggregate principal amount"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

senior unsecured obligations financial

"The Notes are senior unsecured obligations of the Issuers"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

special mandatory redemption financial

"the Notes will be redeemed in accordance with a special mandatory redemption"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

rule 144a regulatory

"in compliance with Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NASHVILLE, Tenn., Aug. 25, 2026 (GLOBE NEWSWIRE) -- Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”) announced today that its subsidiaries, RHP Hotel Properties, LP (the “Operating Partnership”) and RHP Finance Corporation (together with the Operating Partnership, the “Issuers”), completed the previously announced private placement of $700 million aggregate principal amount of 6.250% senior notes due 2035 (the “Notes”). The Notes are senior unsecured obligations of the Issuers and guaranteed by the Company and its subsidiaries that guarantee the Operating Partnership’s existing credit facility and the Issuers’ outstanding senior unsecured notes.

The aggregate net proceeds from the sale of the Notes are expected to be approximately $689 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Operating Partnership intends to use the net proceeds of the offering to fund a portion of the approximately $1.38 billion purchase price for the previously announced pending acquisition of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida (the “Grande Lakes Acquisition”) and to pay related fees and expenses of the Grande Lakes Acquisition. The balance of the purchase price of the Grande Lakes Acquisition will be funded with a combination of the net proceeds of the Company’s underwritten registered public offering of 5,865,000 shares of common stock (which includes the full exercise of the underwriters’ option to purchase additional shares) at a public offering price of $117.00 per share, which closed on August 12, 2026 (the “Common Stock Offering”), and cash on hand.

If the Grande Lakes Acquisition is not consummated, the Notes will be redeemed in accordance with a special mandatory redemption at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, up to, but excluding, the special mandatory redemption date.

The Notes were sold only to persons reasonably believed to be qualified institutional buyers in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in reliance on 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.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy any securities, nor shall there be any offer, solicitation or sale of any 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 leading lodging and hospitality real estate investment trust that specializes in group-oriented, upscale convention center resorts and entertainment experiences. The Company’s holdings include Gaylord Opryland Resort & Convention Center; Gaylord Palms Resort & Convention Center; Gaylord Texan Resort & Convention Center; Gaylord National Resort & Convention Center; and Gaylord Rockies Resort & Convention Center, five of the top seven largest non-gaming convention center hotels in the United States based on total indoor meeting space. The Company also owns JW Marriott Phoenix Desert Ridge Resort & Spa and JW Marriott San Antonio Hill Country Resort & Spa as well as two ancillary hotels adjacent to our Gaylord Hotels properties. The Company’s hotel portfolio is managed by Marriott International and includes a combined total of 12,364 rooms as well as more than 3 million square feet of total indoor and outdoor meeting space in top convention and leisure destinations across the country. The Company also owns an approximate 70% controlling ownership interest in Opry Entertainment Group (OEG), which is composed of entities owning a growing collection of iconic and emerging country music brands, including the Grand Ole Opry; Ryman Auditorium; WSM 650 AM; Ole Red; Category 10; Nashville-area attractions; and Block 21, a mixed-use entertainment, lodging, office and retail complex, including the W Austin Hotel and the ACL Live at the Moody Theater, located in downtown Austin, Texas. OEG manages select outdoor live music venues, including Ascend Federal Credit Union Amphitheater in Nashville and CCNB Amphitheatre in Simpsonville, South Carolina. OEG also owns a majority interest in Southern Entertainment, a leading festival and events business. The Company operates OEG as its Entertainment segment in a taxable REIT subsidiary, and its results are consolidated in the Company’s financial results.

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 pending Grande Lakes Acquisition and the intended use of the net proceeds from the offering of the Notes and the Common Stock Offering. 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 pending Grande Lakes Acquisition including, but not limited to, the occurrence of any event, change or other circumstance that could delay the closing of the Grande Lakes Acquisition, or result in the termination of the transaction agreement for the Grande Lakes Acquisition; and adverse effects on the Company because of the failure to complete the Grande Lakes Acquisition. Other factors that could cause actual results to differ from the Company’s beliefs and expectations 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, 2025, the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, and subsequent filings, including the Current Report on Form 8-K filed on August 10, 2026. 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.

Investor Relations Contacts:	Media Contact:
Mark Fioravanti, President and Chief Executive 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~
Jennifer Hutcheson, Chief Financial Officer
Ryman Hospitality Properties, Inc.
(615) 316-6320
jhutcheson@rymanhp.com
~or~
Sarah Martin, Vice President, Investor Relations
Ryman Hospitality Properties, Inc.
(615) 316-6011
sarah.martin@rymanhp.com

FAQ

What did Ryman Hospitality Properties (RHP) announce about its $700 million senior notes due 2035?

Ryman Hospitality Properties announced its subsidiaries closed a private placement of $700 million 6.250% senior notes due 2035. According to Ryman Hospitality Properties, the senior unsecured notes are guaranteed by the company and certain subsidiaries that also back existing credit facilities and senior unsecured notes.

How will Ryman Hospitality Properties (RHP) use the $689 million net proceeds from the 6.250% notes offering?

Ryman Hospitality Properties expects net proceeds of about $689 million, mainly to fund the Grande Lakes Acquisition. According to Ryman Hospitality Properties, the funds will cover part of the approximately $1.38 billion purchase price and related fees and expenses for the Orlando resort properties.

What happens to the Ryman Hospitality Properties (RHP) 6.250% notes if the Grande Lakes Acquisition is not completed?

If the Grande Lakes Acquisition is not consummated, the 6.250% notes will be redeemed under a special mandatory redemption. According to Ryman Hospitality Properties, holders would receive 100% of the issue price plus accrued and unpaid interest up to, but excluding, the redemption date.

How is Ryman Hospitality Properties (RHP) funding the $1.38 billion Grande Lakes Acquisition?

Ryman Hospitality Properties plans to fund the approximately $1.38 billion Grande Lakes Acquisition with multiple sources. According to Ryman Hospitality Properties, these include net proceeds from the $700 million 6.250% notes, an underwritten common stock offering at $117.00 per share, and cash on hand.

Who could buy the Ryman Hospitality Properties (RHP) 6.250% senior notes due 2035?

The 6.250% senior notes due 2035 were sold only to qualified institutional buyers and certain non-U.S. persons. According to Ryman Hospitality Properties, the offering was conducted under Rule 144A and Regulation S, and the notes are unregistered under the Securities Act.