Ryman Hospitality Properties (NYSE: RHP) to acquire Grande Lakes Orlando for $1.38B
Rhea-AI Filing Summary
Ryman Hospitality Properties, Inc. agreed for subsidiary RHP Property GLO, LLC to acquire the fee simple interest in Grande Lakes Orlando Resort from Trinity Investments for an aggregate purchase price of $1.38 billion, subject to adjustments. Buyer placed a $50 million escrow deposit that will be applied to the price at closing or released as liquidated damages depending on which party materially breaches the agreement. Closing is expected in the third quarter of 2026, subject to customary conditions.
Grande Lakes spans 409 acres in Orlando and includes a 1,010‑room JW Marriott, a 582‑room Ritz‑Carlton, approximately 320,000 square feet of meeting and event space, a 40,000‑square‑foot spa and fitness center, 14 food and beverage outlets, a waterpark, and an 18‑hole Greg Norman‑designed golf course. The property has recently received about $150 million of capital investments. The purchase price reflects a 12.5x Adjusted EBITDAre multiple on trailing‑twelve‑month Adjusted EBITDAre of $110.0 million through June 30, 2026, based on seller‑provided unaudited data. Management expects the acquisition to be accretive to adjusted funds from operations per diluted share in 2027, and Marriott is expected to continue operating the property under the JW Marriott and Ritz‑Carlton brands.
The company highlights risks that the transaction may be delayed or not completed, integration may be more difficult or costly than anticipated, concentration in Marriott brands may increase exposure to that operator, and undiscovered liabilities or funding and interest‑rate factors could adversely affect future results.
Positive
- The company agreed to acquire Grande Lakes Orlando Resort for $1.38 billion, expanding its portfolio with a 1,592‑room, luxury two‑hotel complex and extensive meeting space in a top U.S. meetings market.
- The purchase price implies a 12.5x Adjusted EBITDAre multiple on trailing‑twelve‑month Adjusted EBITDAre of $110.0 million, and management expects the deal to be accretive to Adjusted FFO per diluted share in 2027.
- Grande Lakes has recently benefited from approximately $150 million in capital investments, potentially reducing near‑term capex needs while adding upgraded rooms, meeting space and public areas.
Negative
- The company warns it may fail to complete the Grande Lakes acquisition on the anticipated timeline or at all, despite having already committed a $50 million escrow deposit.
- Management discloses integration risks, noting that combining Grande Lakes with existing assets could be more difficult, costly or time‑consuming than expected and may prevent realizing projected synergies.
- The portfolio will be further concentrated in Marriott‑branded hotels, increasing exposure to any adverse changes in Marriott’s brand strength, which could negatively impact financial condition and ability to service debt and pay distributions.
- The company notes that due diligence may not have uncovered undisclosed liabilities at Grande Lakes, such as litigation or regulatory matters, which could adversely affect results and cash flows after closing.
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FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company
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| ITEM 1.01. | Entry into a Material Definitive AgreemenT. |
On August 10, 2026, RHP Property GLO, LLC (“Buyer”), a subsidiary of Ryman Hospitality Properties, Inc. (“we,” “us,” “our” or the “Company”), entered into an Agreement of Purchase and Sale (the “Grande Lakes Agreement”) with GLO Hotel Owner LLC (“Seller”), pursuant to which, and upon the terms and subject to the conditions set forth therein, Buyer will purchase from Seller the JW Marriott Orlando, Grande Lakes Resort and the Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida, and certain related assets (collectively, “Grande Lakes”) for an aggregate purchase price of approximately $1.38 billion, subject to certain adjustments as set forth in the Grande Lakes Agreement (the “Grande Lakes Acquisition”).
Upon execution of the Grande Lakes Agreement, Buyer deposited $50 million into an escrow account, which amount will be (i) applied to the purchase price at the closing, (ii) released to Seller as liquidated damages in the event that Seller terminates the Grande Lakes Agreement as a result of a material breach by Buyer of its obligations under the Grande Lakes Agreement or (iii) released to Buyer in the event that Buyer terminates the Grande Lakes Agreement as a result of a material breach by Seller of its obligations under the Grande Lakes Agreement.
The Grande Lakes Agreement contains customary representations, warranties and covenants and is subject to customary closing conditions. The Grande Lakes Acquisition is expected to close in the third quarter of 2026.
The above summary of the Grande Lakes Agreement does not purport to be complete and is qualified in its entirety by reference to the Grande Lakes Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| ITEM 7.01. | REGULATION FD DISCLOSURE. |
On August 10, 2026, the Company issued a press release announcing the Grande Lakes Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 7.01 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 of Form 8-K; shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing. This Current Report will not be deemed an admission by the Company as to the materiality of any information in this Current Report that is required to be disclosed solely by Item 7.01 of Form 8-K. The Company does not undertake a duty to update the information in this Current Report and cautions that the information included in this Current Report under Item 7.01 is current only as of August 10, 2026 and may change thereafter.
| ITEM 8.01. | OTHER EVENTS. |
In connection with the Grande Lakes Acquisition, the Company is providing the additional risk factors listed below to supplement the risk factors described in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These supplemental risk factors relate to the pending Grande Lakes Acquisition and should be read in conjunction with the risk factors described in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
We may fail to complete the Grande Lakes Acquisition on a timely basis or at all.
Although we expect to complete the Grande Lakes Acquisition in the third quarter of 2026, the Grande Lakes Acquisition is subject to customary closing requirements and conditions, many of which are beyond our control, and there can be no assurance that the Grande Lakes Acquisition will be completed on the anticipated schedule or at all. If we fail to consummate the Grande Lakes Acquisition or should the completion of the Grande Lakes Acquisition be significantly delayed, we will have expended significant resources without realizing all or a portion of the intended economic benefits of the Grande Lakes Acquisition.
Even if we consummate the Grande Lakes Acquisition, we may not realize the intended economic benefits. If we fail to consummate the Grande Lakes Acquisition, we would expect to seek to acquire another entertainment or hotel property or other investment, but we may not be able to identify suitable acquisition candidates on attractive terms or at all, or such acquisitions may take a significant amount of time to accomplish. Any failure to complete the Grande Lakes Acquisition could have a negative impact on our business, financial condition, results of operations and the ability to make distributions to our stockholders.
Our financial and operating results may suffer if we are unsuccessful in integrating Grande Lakes with our existing assets.
If we are unable to successfully integrate Grande Lakes with our existing assets in an efficient and effective manner following the completion of the Grande Lakes Acquisition, the anticipated benefits of the Grande Lakes Acquisition may not be realized fully, or at all, or may take longer to realize than expected and may not meet estimated growth projections or expectations. Further, we may not achieve the projected efficiencies and synergies once we have integrated Grande Lakes into our operations, which may lead to additional costs not anticipated at the time of the Grande Lakes Acquisition. An inability to realize the full extent of the anticipated benefits of the Grande Lakes Acquisition or any delays encountered in the integration process could have an adverse effect on our results of operations, cash flows and financial position.
Integrating Grande Lakes may be more difficult, costly or time consuming than expected.
The integration of Grande Lakes with our existing assets will require the dedication of significant management resources, which may distract management's attention from day-to-day business operations.
Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in revenues and diversion of management’s time and energy from ongoing business concerns, which could materially affect our financial position, results of operations and cash flows.
Each of our hotels currently operates, and Grande Lakes will operate, under a brand owned by Marriott; therefore, we are subject to risks associated with concentrating our hotel portfolio in brands owned by Marriott.
Each of our hotel properties is managed by Marriott under Marriott-owned brands, and following the closing of the Grande Lakes Acquisition, Marriott will manage Grande Lakes under the JW Marriott and The Ritz-Carlton brands. As a result, our success is dependent in part on the continued success of Marriott and, in particular, the Gaylord Hotels, JW Marriott and The Ritz-Carlton brands. Consequently, if market recognition or the positive perception of Marriott is reduced or compromised, the goodwill associated with the Gaylord Hotels, JW Marriott and The Ritz-Carlton hotels in our portfolio may be adversely affected, which could negatively impact our financial condition, results of operations and our ability to service debt and make distributions to our stockholders.
We may not have discovered undisclosed liabilities of Grande Lakes during our due diligence process.
In the course of the due diligence review of Grande Lakes that we conducted prior to the execution of the Grande Lakes Agreement, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of Grande Lakes. Examples of such undisclosed liabilities may include, but are not limited to, pending or threatened litigation or regulatory matters. Any such undisclosed liabilities could, whether or not we assumed such liabilities, have an adverse effect on our business, results of operations, financial condition and cash flows following the completion of the Grande Lakes Acquisition.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report 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 Company’s expectations for Grande Lakes upon the closing of the Grande Lakes Acquisition. 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 Grande Lakes Agreement; adverse effects on the Company’s common stock because of a failure to complete the Grande Lakes Acquisition; and the Company’s ability to fund the Grande Lakes Acquisition, whether by using funds borrowed pursuant to its credit agreement or otherwise. Other factors that could cause results to differ 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 quarters ended March 31, 2026 and June 30, 2026, this Current Report and subsequent filings. 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.
| ITEM 9.01. | financial statements and exhibits. |
| (d) | Exhibits | |
| 10.1* | Agreement of Purchase and Sale, dated as of August 10, 2026, by and between GLO Hotel Owner LLC, as Seller, and RHP Property GLO, LLC, as Buyer. | |
| 99.1 | Press Release of Ryman Hospitality Properties, Inc. dated August 10, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the Securities and Exchange Commission or its staff upon request. Pursuant to Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K, certain information has been redacted or omitted and marked by brackets and asterisks. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RYMAN HOSPITALITY PROPERTIES, INC. | ||
| Date: August 10, 2026 | By: | /s/ Scott J. Lynn |
| Name: | Scott J. Lynn | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Exhibit 99.1
Ryman Hospitality Properties, Inc. to Acquire Grande Lakes Orlando Resort for $1.38 Billion
NASHVILLE, Tenn. (August 10, 2026) – Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”), a lodging real estate investment trust (“REIT”) specializing in group-oriented, upscale convention center resorts and entertainment experiences, today announced a definitive agreement under which the Company will purchase the fee simple interest in Grande Lakes Orlando Resort (“Grande Lakes” or the “Property”) in Orlando, Florida, for $1.38 billion from Trinity Investments. The 409-acre complex includes two hotels, a 1,010-room JW Marriott and a 582-room Ritz-Carlton, and a Greg Norman-designed 18-hole championship golf course. The Company plans for the Property to continue to be operated by Marriott International under the JW Marriott and Ritz-Carlton brands. The purchase price represents a 12.5x Adjusted EBITDAre multiple on the Property’s trailing-twelve-month results through June 30, 2026.1 The Company expects the acquisition of Grande Lakes to be accretive to adjusted funds from operations (“Adjusted FFO”) per diluted share for 2027.
Mark Fioravanti, President and Chief Executive Officer of the Company, said, “Grande Lakes is a terrific asset and one that fits all of our ownership criteria. The transaction strengthens our JW Marriott and Gaylord Hotels customer rotation strategies, expands our presence in the nation’s top meetings market and creates the opportunity for meaningful portfolio synergies. Building on the success of our growing JW Marriott platform, Grande Lakes establishes a nationwide rotational network for the JW Marriott brand within our hotel portfolio. Grande Lakes also introduces Ritz-Carlton as a new luxury brand within our portfolio, providing access to a high-value customer segment and unique customer insights that can further strengthen our platform and support long-term value creation across the portfolio.”
Grande Lakes Orlando Resort is one of the largest resorts in the greater Orlando area and features 1,592 guest rooms and approximately 320,000 square feet of versatile indoor and outdoor meeting and event space. Guests can enjoy an array of world-class amenities, including the 40,000-square-foot Ritz-Carlton spa & fitness center; 14 food and beverage outlets; the Grande Lakes Waterpark featuring water slides, a lazy river, and the AquaVenture aqua course; and a Greg Norman-designed 18-hole golf course at The Ritz-Carlton Golf & Tennis Club, home of the PNC Championship. The Property has recently benefitted from approximately $150 million in capital investments, encompassing all guestrooms, meeting space and core public areas across both hotels.
Orlando has consistently ranked as the top meetings destination in North America by Cvent and benefits from strong year-round leisure demand drivers. Orlando International Airport is the 7th busiest in the U.S. by total passenger volume.
1 Adjusted EBITDAre is a non-GAAP financial measure. Refer to “Grande Lakes Adjusted EBITDAre” later in this press release for an explanation of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.
The Company expects to close the Grande Lakes transaction in the third quarter of 2026, subject to customary closing conditions.
BofA Securities and J.P. Morgan acted as financial advisors to Ryman Hospitality Properties, Inc., and Bass, Berry & Sims PLC and Greenberg Traurig, LLP acted as legal advisors.
Investor Presentation
The Company has made available an investor presentation containing supplemental information related to this transaction. The presentation can be found on the Investor Relations section of the Company’s website under Events & Presentations.
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 the Company’s 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. 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; 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. 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 pending Grande Lakes transaction and the Company’s expectations for Grande Lakes upon the closing of the transaction. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include the risks and uncertainties associated with the pending Grande Lakes transaction, including, but not limited to, the occurrence of any event, change or other circumstance that could delay the closing of the Grande Lakes transaction, or result in the termination of the agreement for the Grande Lakes transaction; adverse effects on Company’s common stock because of the failure to complete the Grande Lakes transaction; the Company’s ability to borrow funds pursuant to its credit agreements and to refinance indebtedness and/or to successfully amend the agreements governing its indebtedness in the future; and changes in interest rates. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission (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, 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. 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.
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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 |
Grande Lakes Adjusted EBITDAre
Adjusted EBITDAre is calculated and presented by the Company based on unaudited information provided to the Company from the seller or an affiliate of the seller. Adjusted EBITDAre, a non-GAAP financial measure, is calculated as Net Income calculated in accordance with GAAP plus interest expense, depreciation and amortization and non-operating items related to ownership structure. Below is a reconciliation of Adjusted EBITDAre to Net Income, its most directly comparable GAAP figure. The Company used Adjusted EBITDAre to evaluate the operating performance of the property and to price the acquisition.
| 12 Months Ended | ||||
| June 30, | ||||
| (in thousands) | 2026 | |||
| Net Income | $ | 10,414 | ||
| Interest expense, net | 57,754 | |||
| Depreciation expense | 39,844 | |||
| Non-Operating Items Related to Ownership Structure | 1,993 | |||
| Adjusted EBITDAre | $ | 110,005 | ||