Ryman Hospitality Properties, Inc. Announces Proposed $700 Million Senior Notes Offering

Rhea-AI Summary

Ryman Hospitality Properties (NYSE:RHP) plans a private offering of $700 million aggregate principal amount of senior unsecured notes due 2035 through subsidiaries RHP Hotel Properties, LP and RHP Finance Corporation. The notes will be guaranteed by Ryman and subsidiaries that guarantee existing credit facilities and senior notes.

The Operating Partnership intends to use net proceeds to fund part of the approximately $1.38 billion purchase price for the pending Grande Lakes Acquisition in Orlando and related fees, with the remaining price funded by an 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 will be subject to a special mandatory redemption at 100% of issue price plus accrued interest.

Positive

• Proposed senior notes offering of $700 million due 2035 to support Grande Lakes Acquisition funding
• Grande Lakes Acquisition purchase price of approximately $1.38 billion supported by a defined financing mix
• Underwritten common stock offering of 5,100,000 shares at $117.00 per share to fund remaining purchase price and reduce cash usage

Negative

• Planned issuance of $700 million in additional senior unsecured notes increases the company’s debt load
• Underwritten common stock offering of 5,100,000 new shares at $117.00 per share implies shareholder dilution

News Explained

The planned share issuance could dilute existing ownership, while the debt and equity financings proceed independently of the acquisition.

Ryman has announced a proposed $700 million private placement of senior notes to help fund the Grande Lakes purchase, alongside a priced common-stock offering that would reduce existing holders’ percentage ownership if issued.

The notes offering remains subject to market and other conditions and is stated to occur before the acquisition if completed; the common-stock offering is expected to close on August 12, 2026, and neither offering is contingent on the other.

Market Context

The tag-specific record contains one prior offering with a -1.5% 24-hour reaction, giving this debt-...

Analysis

The tag-specific record contains one prior offering with a -1.5% 24-hour reaction, giving this debt-funded acquisition financing a direct historical comparator. Low short positioning provided limited evidence of crowded short exposure; closing conditions remained a risk.

Key Figures

Senior notes offering: $700 million Acquisition purchase price: $1.38 billion Common shares offered: 5,100,000 shares +3 more

6 metrics

Senior notes offering $700 million Aggregate principal amount of notes due 2035

Acquisition purchase price $1.38 billion Grande Lakes Acquisition

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

Common stock offering price $117.00 per share Offering priced August 10, 2026

Expected stock offering close August 12, 2026 Subject to customary closing conditions

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

Previous Offering Reports

1 past event · Latest: Feb 25 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 25	Senior notes offering	Negative	-1.5%	Proposed $700 million debt offering to refinance senior notes due 2027

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

Pattern Detected

The tag-specific record showed one prior offering followed by a -1.5% 24-hour reaction, providing a negative historical comparator.

Key Terms

senior unsecured obligations, private placement, rule 144a, regulation s, +1 more

5 terms

senior unsecured obligations financial

"The Notes will be 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.

private placement financial

"intend to offer, in a private placement, subject to market and other conditions"

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.

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.

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.

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

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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”), intend to offer, in a private placement, subject to market and other conditions, $700 million aggregate principal amount of 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 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 offered 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 $700 million senior notes offering on August 11, 2026?

Ryman Hospitality Properties announced a proposed private offering of $700 million senior unsecured notes due 2035. According to Ryman Hospitality Properties, the notes will be issued by subsidiaries and guaranteed by the company and certain guarantor subsidiaries.

How will Ryman Hospitality Properties (RHP) use the proceeds from the $700 million senior notes due 2035?

Ryman plans to use net proceeds to fund part of the approximately $1.38 billion Grande Lakes Acquisition purchase price. According to Ryman Hospitality Properties, proceeds will also cover related acquisition fees and expenses.

What is the relationship between the Ryman Hospitality Properties (RHP) notes offering and the Grande Lakes Acquisition?

The $700 million notes are intended to finance a portion of the Grande Lakes Acquisition purchase price. According to Ryman Hospitality Properties, if the acquisition is not consummated, the notes will be redeemed under a special mandatory redemption at 100% of issue price plus accrued interest.

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

Ryman plans to fund the balance with an underwritten public offering of 5,100,000 common shares at $117.00 per share and cash on hand. According to Ryman Hospitality Properties, this equity raise is separate from the notes offering.

Who can purchase the new Ryman Hospitality Properties (RHP) senior notes, and are they registered?

The notes will be offered privately to qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S. According to Ryman Hospitality Properties, the notes are not registered under the Securities Act and cannot be sold publicly in the U.S. without registration or exemption.

What protections exist for investors if the Ryman Hospitality Properties (RHP) 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 Ryman Hospitality Properties, holders would receive 100% of the issue price plus accrued and unpaid interest to, but excluding, the redemption date.