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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2026
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
1-13079 |
|
73-0664379 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
|
One
Gaylord Drive
Nashville, Tennessee |
37214 |
|
| |
(Address of principal executive offices) |
(Zip Code) |
|
Registrant’s telephone number,
including area code: (615) 316-6000
(Former name or former address, if changed
since last report)
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) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| |
Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on
Which Registered |
| Common
Stock, par value $.01 |
|
RHP |
|
New York Stock Exchange |
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 ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ¨
| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Indenture
On August 25, 2026,
Ryman Hospitality Properties, Inc., a Delaware corporation (the “Company”), its subsidiaries RHP Hotel Properties, LP,
a Delaware limited partnership (the “Operating Partnership”), and RHP Finance Corporation (together with the Operating Partnership,
the “Issuers”), and certain of the Company’s other subsidiaries named as guarantors (each such subsidiary and the Company
individually, a “Guarantor” and, collectively the “Guarantors”) entered into an indenture (the “Indenture”)
with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Issuers issued $700
million aggregate principal amount of 6.250% Senior Notes due 2035 (the “Notes”), which are guaranteed by the Guarantors (the
“Guarantees”).
The Operating Partnership
intends to use the net proceeds from the Notes offering to fund a portion of the approximately $1.38 billion purchase price to acquire
the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida (collectively, the
“Grande Lakes Acquisition”) and to pay related fees and expenses. The balance of the purchase price of the Grande Lakes Acquisition
will be funded with a combination of the net proceeds of the Company’s underwritten registered public offering of 5,865,000 shares
of common stock (which includes the full exercise of the underwriters’ option to purchase additional shares) at the public offering
price of $117.00 per share, which closed on August 12, 2026, and cash on hand.
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 Notes are general
unsecured senior obligations of the Issuers, ranking equal in right of payment with existing and future senior unsecured indebtedness,
including the Issuers’ existing senior notes, and senior in right of payment to any future subordinated indebtedness. The Notes
will be effectively junior to any of the Issuers’ secured indebtedness, including the Operating Partnership’s existing credit
facility, to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other
obligations of the Operating Partnership’s subsidiaries that do not guarantee the Notes. The Guarantees rank equally in right of
payment with the applicable Guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any
future subordinated indebtedness of such Guarantor. The Notes are effectively junior to any secured indebtedness of any Guarantor to the
extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of
the Operating Partnership’s subsidiaries that do not guarantee the Notes.
Interest on the Notes
will be payable on February 15 and August 15 of each year, beginning on February 15, 2027, with the Notes maturing on February 15,
2035.
The Issuers may redeem
the Notes at any time prior to August 15, 2029, in whole or in part, at a redemption price equal to 100% of the principal amount
plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The
Issuers may redeem the Notes at any time on or after August 15, 2029, in whole or in part, at the redemption prices (expressed as
percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, up to, but excluding, the redemption
date, if redeemed during the 12-month period beginning on August 15 of each of the years indicated below:
| Year | |
Percentage | |
| 2029 | |
| 103.125 | % |
| 2030 | |
| 101.563 | % |
| 2031 and thereafter | |
| 100.000 | % |
In addition, the Issuers
may redeem up to 40% of the Notes before August 15, 2029 with the cash proceeds of certain equity offerings at a redemption price
equal to 106.250% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. However,
the Issuers may only make such redemptions if at least 60% of the original aggregate principal amount of the Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption. In the event of a Change of Control Triggering Event (as defined
in the Indenture) of the Company or the Issuers, the Issuers will be required to offer to repurchase some or all of the Notes at 101%
of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.
The terms of the Indenture
restrict the ability of the Company and certain of its subsidiaries to borrow money, create liens on assets, make distributions and pay
dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements
that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of debt, and sell
assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in
the Indenture.
The Indenture provides
for customary events of default which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal
or interest or premium; breach of covenants or other agreements in the Indenture; defaults in failure to pay certain other indebtedness;
the failure to pay certain final judgments; and certain events of bankruptcy, insolvency or reorganization. Generally, if an event of
default occurs and is continuing under the Indenture, either the Trustee or the holders of at least 25% in aggregate principal amount
of the Notes then outstanding may declare the principal amount plus accrued and unpaid interest on the Notes to be immediately due and
payable.
The foregoing description
of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, including the form of
Note attached thereto, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively,
and are incorporated by reference herein.
Certain Relationships
Certain affiliates of
the Trustee act as lenders and/or agents under the Operating Partnership’s existing credit facility and may hold the Notes and the
Issuers’ existing senior notes.
| ITEM 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF
A REGISTRANT. |
To the extent applicable,
the information included above in Item 1.01 is incorporated by reference into this Item 2.03.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| 4.1 | Indenture, dated as of August 25, 2026, among RHP Hotel Properties, LP, RHP Finance Corporation,
Ryman Hospitality Properties, Inc., as a guarantor, each of the other guarantors named therein and U.S. Bank Trust Company, National
Association, as trustee. |
| 4.2 | Form of 6.250% Senior Note due 2035 (incorporated by reference to Exhibit A to Exhibit 4.1
hereof). |
| 104 | Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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 25, 2026 |
By: |
/s/ Scott J. Lynn |
| |
Name: |
Scott J. Lynn |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
