Ryman Hospitality Properties, Inc. Announces Pricing of $700 Million of Senior Notes Due 2035

Rhea-AI Summary

Ryman Hospitality Properties (NYSE: RHP) announced that subsidiaries RHP Hotel Properties, LP and RHP Finance Corporation have priced a private placement of $700 million aggregate principal amount of 6.250% senior unsecured notes due 2035, guaranteed by the company and certain subsidiaries. Closing is expected on August 25, 2026, subject to customary conditions.

According to the company, net proceeds will help fund the approximately $1.38 billion pending acquisition of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, plus related fees and expenses, alongside proceeds from a separate underwritten public offering of 5,100,000 common shares at $117.00 per share and cash on hand. If the acquisition is not completed, the notes are subject to a special mandatory redemption at 100% of the issue price plus accrued interest.

Positive

• $700 million senior notes due 2035 priced at 6.250%
• Debt proceeds earmarked to fund $1.38 billion Grande Lakes acquisition
• Equity deal of 5,100,000 shares at $117 supports purchase funding
• Special mandatory redemption at 100% of issue price if acquisition fails

Negative

• Issuance of 5,100,000 new shares implies equity dilution for existing holders
• New 6.250% senior notes increase future interest payment obligations
• Grande Lakes acquisition and common stock offering may not be completed as planned

News Explained

The separately priced offering of 5.1 million common shares is expected to close on August 12, 2026; if completed, it would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

Market Context

RHP’s recent offering history included a 1.78% 24-hour move after the proposed notes announcement. A...

Analysis

RHP’s recent offering history included a 1.78% 24-hour move after the proposed notes announcement. Against that record, the pricing primarily clarified acquisition funding. Risk context classified short positioning as low, while financing and closing conditions remained watch points.

Key Figures

Senior notes principal: $700 million Interest rate: 6.250% Maturity: 2035 +5 more

8 metrics

Senior notes principal $700 million Private placement

Interest rate 6.250% Senior notes

Maturity 2035 Senior notes due date

Expected notes closing August 25, 2026 Subject to customary closing conditions

Grande Lakes purchase price Approximately $1.38 billion Acquisition funding

Common shares offered 5,100,000 shares Underwritten registered public offering

Common share offering price $117.00 per share Priced August 10, 2026

Expected common offering closing August 12, 2026 Subject to customary closing conditions

Historical Context

5 past events · Latest: Aug 11 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 11	Senior notes offering	Neutral	+1.8%	$700 million proposed senior notes offering to fund part of Grande Lakes acquisition
Aug 10	Common stock offering	Negative	+1.8%	Priced 5.1 million-share registered offering at $117.00 per share
Aug 10	Common stock offering	Negative	-0.7%	Commenced 5.1 million-share offering to fund Grande Lakes acquisition
Aug 10	Grande Lakes sale	Positive	-0.7%	Trinity agreed to sell Grande Lakes Orlando Resort for $1.38 billion
Aug 10	Grande Lakes acquisition	Positive	-0.7%	Ryman signed agreement to acquire Grande Lakes Orlando Resort

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

Pattern Detected

Recent offering-related reactions were mixed, while both acquisition announcements were followed by a -0.74% 24-hour move.

Key Terms

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

5 terms

private placement financial

"successfully priced the 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 notes financial

"6.250% senior notes due 2035"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

NASHVILLE, Tenn., Aug. 11, 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”), successfully priced the private placement of $700 million aggregate principal amount of 6.250% senior notes due 2035 (the “Notes”). The Notes will be 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 offering is expected to close on August 25, 2026, subject to customary closing conditions.

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 an underwritten registered public offering of 5,100,000 shares of common stock at a public offering price of $117.00 per share, which priced on August 10, 2026 (the “Common Stock Offering”), and cash on hand.

The completion of the offering is not contingent upon, and will occur before, the completion of the Grande Lakes Acquisition, if completed. 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 Common Stock Offering is expected to close on August 12, 2026, subject to customary closing conditions. The completion of the offering is not contingent upon the completion of the Common Stock Offering, and the completion of the Common Stock Offering is not contingent upon the completion of the offering. The Company cannot assure you that the Common Stock Offering will be completed on its proposed terms, or at all. The Common Stock Offering is being made pursuant to a prospectus supplement and an accompanying base prospectus and nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy common stock to be issued in the Common Stock Offering.

The Notes will be 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 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 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 Common Stock Offering, 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 Common Stock Offering, the pending Grande Lakes Acquisition and the offering of the Notes 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 the offering of the Notes, or result in the termination of the offering of the Notes or the transaction agreement for the Grande Lakes Acquisition; and adverse effects on the Company because of the failure to complete the Grande Lakes Acquisition or the offering of the Notes. 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 new senior notes due 2035?

Ryman Hospitality Properties announced that its subsidiaries priced $700 million of 6.250% senior unsecured notes due 2035. According to the company, the notes are guaranteed by Ryman and certain subsidiaries and are expected to close on August 25, 2026, subject to customary closing conditions.

How will Ryman Hospitality Properties (RHP) use the $700 million senior notes proceeds?

Ryman plans to use net proceeds to fund part of the approximately $1.38 billion Grande Lakes Acquisition. According to the company, funds will help pay the purchase price for the JW Marriott Orlando Grande Lakes and The Ritz-Carlton Orlando, plus related acquisition fees and expenses.

What is the relationship between RHP’s 2035 notes and the Grande Lakes Acquisition?

The 2035 notes help finance Ryman’s pending Grande Lakes Acquisition but are not contingent on its completion. According to the company, if the acquisition is not consummated, the notes will be redeemed under a special mandatory redemption at 100% of issue price plus accrued interest.

What are the key terms of Ryman Hospitality Properties’ (RHP) common stock offering in August 2026?

Ryman launched an underwritten public offering of 5,100,000 common shares at a public price of $117.00 per share. According to the company, the offering is expected to close on August 12, 2026, subject to customary conditions, and will help fund the Grande Lakes Acquisition.

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

The notes are being sold privately to qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S. According to the company, the notes are unregistered under the Securities Act and cannot be offered publicly in the United States without registration or an exemption.

What happens to Ryman Hospitality Properties’ 2035 notes if the Grande Lakes Acquisition is not completed?

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