Ryman Hospitality Properties Inc. (REIT) filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Underwriting Agreement
On May 19, 2025, Ryman Hospitality Properties, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives (collectively, the “Representatives”) of the underwriters listed in Schedule 1 of the Underwriting Agreement (the “Underwriters”), providing for the issuance and sale by the Company of 2,600,000 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), at a purchase price to the public of $96.20 per share, less underwriting discounts and commissions, in a registered public offering (the “offering”). In addition, pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the “option”) to purchase up to an additional 390,000 shares of common stock on the same terms. On May 20, 2025, the Underwriters exercised the option in full. The offering, including the issuance and sale of the additional shares of common stock under the option, closed on May 21, 2025. The net proceeds to the Company, after deducting Underwriters’ discounts and commissions and the estimated offering expenses payable by the Company, were approximately $275 million.
The common stock was offered and sold pursuant to a final prospectus supplement, dated May 19, 2025, a preliminary prospectus supplement, dated May 19, 2025, and a base prospectus relating to the Company’s effective shelf registration statement on Form S-3 (File Number 333-272429), dated June 5, 2023.
The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the common stock and customary contribution provisions in respect of those liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. A copy of the opinion of Bass, Berry & Sims PLC with respect to the validity of the shares of common stock is attached hereto as Exhibit 5.1.
Relationships
Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Certain of the Underwriters and/or their affiliates have been, may be, or are lenders and/or agents under one or more of the Company’s credit facilities.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated May 19, 2025, among Ryman Hospitality Properties, Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC. |
| 5.1 | Opinion Letter of Bass, Berry & Sims PLC. |
| 23.1 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1). |
| 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: May 21, 2025 | By: | /s/ Scott J. Lynn |
| Name: | Scott J. Lynn | |
| Title: | Executive Vice President, General Counsel and Secretary | |