Ryman Hospitality Properties, Inc. Announces Upsizing and Pricing of Common Stock Offering

Rhea-AI Summary

Ryman Hospitality Properties (NYSE: RHP) has upsized and priced its public offering of common stock at $96.20 per share. The offering size has been increased from 2,300,000 to 2,600,000 shares, with an additional 30-day option for underwriters to purchase up to 390,000 shares. The proceeds will primarily fund the $865 million acquisition of the JW Marriott Phoenix Desert Ridge Resort & Spa in Phoenix, Arizona. The offering is expected to close around May 21, 2025. Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities are serving as lead book-running managers for the offering.

Positive

• Successful upsizing of the offering indicates strong investor demand
• Strategic acquisition of a premium property expanding the company's portfolio
• Multiple financing options available for the remaining purchase price including cash, credit facility, and potential property-level secured loan

Negative

• Significant dilution for existing shareholders due to new share issuance
• Substantial debt may be required to complete the $865 million acquisition
• Offering proceeds will be used for general corporate purposes if acquisition fails

Insights

Financial Analyst

RHP upsizes stock offering to raise capital for its $865M JW Marriott Phoenix Desert Ridge acquisition, diluting shares but expanding its luxury hotel portfolio.

Ryman Hospitality Properties has strategically increased its common stock offering from 2.3 million to 2.6 million shares priced at $96.20 per share, with an additional 30-day option for underwriters to purchase 390,000 more shares. This upsizing indicates strong investor demand and will generate approximately $250 million in capital (excluding the overallotment option).

The timing is particularly noteworthy as this offering directly supports RHP's pending $865 million acquisition of the JW Marriott Phoenix Desert Ridge Resort & Spa. The equity financing will cover roughly 29% of the purchase price, with the remainder coming from cash reserves and debt instruments—potentially including revolving credit, unsecured financing, or assumption of existing property-level secured loans.

What's significant is that RHP has structured this transaction to close the equity offering before completing the acquisition. This sequencing reduces execution risk by securing necessary capital upfront rather than making the offering contingent on acquisition completion. The contingency provision allowing proceeds to be redirected to "general corporate purposes" if the acquisition fails provides important flexibility.

The involvement of multiple top-tier financial institutions as joint book-running managers—Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities—adds credibility to the offering and suggests institutional confidence in RHP's expansion strategy. While this stock issuance will create some shareholder dilution, it represents a balanced approach to acquisition financing by combining equity with debt, helping RHP maintain reasonable leverage ratios while expanding its luxury hospitality portfolio.

NASHVILLE, Tenn., May 19, 2025 (GLOBE NEWSWIRE) -- Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”) today announced the upsizing and pricing of its previously announced underwritten registered public offering of shares of its common stock, par value $0.01 per share, at a price to the public of $96.20 per share (the “Offering”). The size of the Offering has been increased from 2,300,000 shares of common stock to 2,600,000 shares of common stock. The Company also granted the underwriters a 30-day option to purchase up to 390,000 additional shares of common stock. The Offering is expected to close on or about May 21, 2025, subject to customary closing conditions.

The Company expects to contribute the net proceeds of the Offering to RHP Hotel Properties, LP (the “Operating Partnership”). The Operating Partnership intends to use all of the net proceeds of the Offering to fund a portion of the approximately $865 million purchase price for the previously announced pending acquisition of the JW Marriott Phoenix Desert Ridge Resort & Spa located in Phoenix, Arizona (the “Desert Ridge Acquisition”) and to pay related fees and expenses of the Desert Ridge Acquisition. The balance of the purchase price of the Desert Ridge Acquisition will be funded with a combination of cash on hand and debt, which may include borrowings under the Operating Partnership’s revolving credit facility, unsecured debt financing and/or the assumption of an existing property-level secured loan. The completion of the Offering is not contingent upon, and will occur before, the completion of the Desert Ridge Acquisition. If the Desert Ridge Acquisition is not consummated, the Company will use the net proceeds of the Offering for general corporate purposes.

Morgan Stanley, BofA Securities, J.P. Morgan and Wells Fargo Securities are acting as active joint book-running managers for the Offering, and Deutsche Bank Securities, BTIG, Credit Agricole CIB, Scotiabank, SMBC Nikko and Raymond James are acting as bookrunners for the Offering.

The Offering is being conducted pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-272429), which automatically became effective upon filing with the Securities and Exchange Commission (the “SEC”) on June 5, 2023. The Offering is being made solely by means of a prospectus supplement and an accompanying base prospectus. The preliminary prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the Offering was filed with the SEC on May 19, 2025, and are available on the SEC’s website at www.sec.gov. The final prospectus supplement and accompanying base prospectus will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the Offering may be obtained from (1) Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; (2) BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com; (3) J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com or (4) Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy these securities, nor shall there be any sale of these 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 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 the 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 11,414 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. RHP 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; and a majority interest in Southern Entertainment, a leading festival and events business. RHP 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 Desert Ridge Acquisition and the anticipated use of the net proceeds of the Offering by the Company. 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 Desert Ridge Acquisition and the Offering including, but not limited to, the occurrence of any event, change or other circumstance that could delay the closing of the Desert Ridge Acquisition or the Offering, or result in the termination of the Offering or the transaction agreement for the Desert Ridge Acquisition; and adverse effects on the Company’s common stock because of the failure to complete the Desert Ridge Acquisition or the Offering. Other factors that could cause results to differ are described in the filings made from time to time by the Company with the SEC 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, 2024, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and subsequent filings, including the Current Report on Form 8-K filed May 19, 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:	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 is the price per share for RHP's stock offering in May 2025?

Ryman Hospitality Properties (RHP) priced its common stock offering at $96.20 per share.

How many shares is RHP offering in its May 2025 public offering?

RHP is offering 2,600,000 shares of common stock, with an additional 30-day option for underwriters to purchase up to 390,000 shares.

What is the purpose of RHP's 2025 stock offering?

The offering proceeds will primarily fund the $865 million acquisition of the JW Marriott Phoenix Desert Ridge Resort & Spa in Phoenix, Arizona.

Who are the lead underwriters for RHP's May 2025 stock offering?

Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities are acting as lead joint book-running managers for the offering.

When will RHP's stock offering close?

The offering is expected to close on or about May 21, 2025, subject to customary closing conditions.