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

Ryman Hospitality Properties (NYSE: RHP) announced a proposed private offering of $700 million aggregate principal amount of senior notes due 2034 by its subsidiaries RHP Hotel Properties, LP and RHP Finance Corporation.

Rhea-AI Summary

Ryman Hospitality Properties (NYSE: RHP) announced a proposed private offering of $700 million aggregate principal amount of senior notes due 2034 by its subsidiaries RHP Hotel Properties, LP and RHP Finance Corporation.

The Issuers intend to use net proceeds and available cash to redeem in full the Issuers’ 4.750% senior notes due 2027, including accrued interest and related fees. The Notes will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Positive

• Raises $700 million of long‑dated financing
• Proceeds earmarked to fully redeem 2027 Notes

Negative

• Increases long‑term debt maturity to 2034
• Offering limited to institutional/non‑U.S. investors; no public registration

Argus Feb 25 session

-1.50% close to close Open Argus

Details

News Market Reaction – RHP

On Feb 25, the day this news came out, RHP closed 1.50% below the previous close.

Data tracked by StockTitan Argus for the Feb 25 session.

Market Context

This announcement details a proposed $700M senior unsecured notes issuance due 2034, with proceeds a...

Analysis

This announcement details a proposed $700M senior unsecured notes issuance due 2034, with proceeds and cash earmarked to redeem the 4.750% senior notes due 2027. It continues Ryman’s recent focus on capital structure, following an expanded $850M revolver and strong 2025 operating results. Investors may watch for final pricing, covenant terms, and execution of the redemption, as well as how these actions interact with broader refinancing, dividend commitments, and REIT-specific risks highlighted in recent filings.

Key Figures

Senior notes offering: $700 million New notes maturity: 2034 Existing coupon: 4.750% +4 more

Senior notes offering

$700 million

Aggregate principal amount of senior notes due 2034

New notes maturity

2034

Maturity year of proposed senior notes

Existing coupon

4.750%

Coupon on senior notes due 2027 to be redeemed

Redeemed notes maturity

2027

Maturity year of 4.750% senior notes to be redeemed

Rule 144A

Rule 144A

Exemption used for U.S. qualified institutional buyers

Regulation S

Regulation S

Exemption for certain non-U.S. persons

Securities Act year

1933

Year of the Securities Act referenced for registration

Historical Context

5 past events · Latest: Feb 23

5 events

1. Feb 23

   Earnings results

   24h Move

   -1.7%

   Record Q4 and full-year 2025 revenue and strong EBITDAre metrics.

2. Jan 28

   Debt refinancing

   24h Move

   +1.3%

   Refinanced and upsized revolving credit facility to $850M with extended maturity.

3. Jan 26

   Dividend tax data

   24h Move

   -1.6%

   Provided detailed 2025 tax classification of $5.80 per share dividends.

4. Jan 22

   Investor conferences

   24h Move

   -0.9%

   Announced participation in early March 2026 institutional investor conferences.

5. Dec 10

   Earnings call setup

   24h Move

   +1.9%

   Scheduled Q4 2025 earnings release and conference call details.

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

Key Terms

senior notes, senior unsecured obligations, qualified institutional buyers, Rule 144A, +3 more

7 terms

senior notes financial

"offer, in a private placement, subject to market and other conditions, $700 million"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

senior unsecured obligations financial

"The Notes will be senior unsecured obligations of the Issuers and guaranteed"

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.

qualified institutional buyers financial

"offered only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"buyers 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

"outside the United States 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.

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.

redemption notice regulatory

"This press release does not constitute a redemption notice for any securities"

A redemption notice is a formal announcement from the issuer of a bond, preferred share or similar security that it will repay and retire that instrument on a specified future date. It matters to investors because it sets when they will get their principal (and any final payment) back, which affects income timing, reinvestment plans and the security’s market value—think of it like being told when a rented tool must be returned so you can plan what to do next.

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

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NASHVILLE, Tenn., Feb. 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”), intend to offer, in a private placement, subject to market and other conditions, $700 million aggregate principal amount of senior notes due 2034 (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 Issuers intend to use the net proceeds of the offering, together with available cash, to redeem in full the Issuers’ 4.750% senior notes due 2027 (the “2027 Notes”), including accrued and unpaid interest on the 2027 Notes and related fees and expenses.

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. This press release does not constitute a redemption notice for any securities, including the 2027 Notes.

About Ryman Hospitality Properties, Inc.

Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading lodging and hospitality real estate investment trust that specializes in 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; 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, beginning in February 2026, 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. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including, but not limited to, the consummation of the offering of the Notes, the intended use of proceeds from such offering and the proposed redemption of the 2027 Notes. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. 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 described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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: Mark Fioravanti, President and Chief Executive Officer (615) 316-6588 mfioravanti@rymanhp.com Jennifer Hutcheson, Chief Financial Officer (615) 316-6320 jhutcheson@rymanhp.com Sarah Martin, Vice President, Investor Relations (615) 316-6011 sarah.martin@rymanhp.com	Media Contact: Shannon Sullivan, Vice President, Corporate and Brand Communications (615) 316-6725 ssullivan@rymanhp.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Ryman Hospitality (RHP) proposing with the $700 million senior notes offering on Feb 25, 2026?

Ryman is proposing a private placement of $700 million senior notes due 2034 to institutional and non‑U.S. investors. According to the company, net proceeds plus cash will be used to redeem its 4.750% senior notes due 2027 in full, including accrued interest.

How will the RHP $700M notes offering affect the 2027 notes redemption timeline?

The Issuers intend to use offering proceeds and available cash to redeem the 2027 notes in full, including accrued interest and fees. According to the company, this offering is intended to fund that redemption, subject to market and other conditions.

Who can buy the Ryman Hospitality (RHP) senior notes due 2034 offered Feb 25, 2026?

The Notes will be offered only to qualified institutional buyers under Rule 144A and to certain non‑U.S. persons under Regulation S. According to the company, the notes are not registered under the Securities Act and won’t be sold publicly in the U.S. without registration or exemption.

Are the new RHP notes secured or guaranteed, and who guarantees them?

The Notes will be senior unsecured obligations of the Issuers and guaranteed by the company and its subsidiaries that guarantee the Operating Partnership’s credit facility. According to the company, the guarantees mirror those on existing senior unsecured notes.

Will the Feb 25, 2026 press release from Ryman Hospitality serve as a redemption notice for the 2027 notes?

No, the press release does not constitute a redemption notice for any securities, including the 2027 notes. According to the company, a separate redemption notice would be required and this announcement is not that notice.