Ryman Hospitality Properties Inc. (REIT) filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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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  ☐

 

Indenture

 

On March 11, 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 5.750% Senior Notes due 2034 (the “Notes”), which are guaranteed by the Guarantors (the “Guarantees”).

 

The Notes are general unsecured senior obligations of the Issuers, ranking equal in right of payment with existing and future senior unsecured indebtedness, including $700 million in aggregate principal amount of the Issuers’ 4.750% senior notes due 2027 (the “2027 Senior Notes”), which the Issuers intend to redeem in full with the net proceeds from this offering, together with available cash, $400 million in aggregate principal amount of the Issuers’ 7.250% senior notes due 2028, $600 million in aggregate principal amount of the Issuers’ 4.500% senior notes due 2029, $1,000 million in aggregate principal amount of the Issuers’ 6.500% senior notes due 2032 and $625 million in aggregate principal amount of the Issuers’ 6.500 senior notes due 2033 (collectively, the “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 March 15 and September 15 of each year, beginning on September 15, 2026, with the Notes maturing on March 15, 2034.

 

The Issuers may redeem the Notes at any time prior to March 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 March 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 March 15 of each of the years indicated below:

 

In addition, the Issuers may redeem up to 40% of the Notes before March 15, 2029 with the cash proceeds of certain equity offerings at a redemption price equal to 105.750% 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 existing senior notes. Additionally, certain of the initial purchasers and/or their affiliates may hold a portion of the 2027 Senior Notes. As a result, certain of the initial purchasers and/or their affiliates may receive a portion of the net proceeds of this offering.