M&A - Ryman Hospitality Properties, Inc.

Form Type: 8-K

Filing Date: 2025-06-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925058162

Filing Summary: On June 10, 2025, Ryman Hospitality Properties, Inc. completed the acquisition of the JW Marriott Phoenix Desert Ridge Resort & Spa located in Phoenix, Arizona through its subsidiary, RHP Property AR, LLC. The acquisition, referred to as the Desert Ridge Acquisition, was executed under a Purchase Agreement with DRPhoenix Hotel Owner LLC. The total purchase price amounted to approximately $865 million. This acquisition was financed through the net proceeds of a public offering of 2,990,000 shares of common stock at a public price of $96.20 per share, which was completed on May 21, 2025, along with a private placement of $625 million in senior notes due 2033, which was completed on June 4, 2025. Additionally, a press release was issued on the same date announcing the acquisition's completion.

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925056397

Filing Summary: On June 4, 2025, Ryman Hospitality Properties, Inc. entered into an Indenture with U.S. Bank Trust Company to issue $625 million in 6.500% Senior Notes due 2033. The funds will be used primarily to finance the acquisition of the JW Marriott Phoenix Desert Ridge Resort & Spa for a total purchase price of approximately $865 million. Proceeds from a recent public offering of common stock will cover the remainder of the acquisition costs. The Notes are secured and rank alongside other senior unsecured obligations, with detailed conditions for redemption outlined. These notes come with restrictions on financial operations for the company to ensure payment hierarchy in obligations. Interest on the Notes will commence in December 2025, with maturity in June 2033.

Form Type: 424B5

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925051049

Filing Summary: Ryman Hospitality Properties, Inc. is offering 2,600,000 shares of its common stock through a prospectus supplement dated May 19, 2025, at an offering price of $96.20 per share, amounting to a total public offering price of $250,120,000. The company intends to use the net proceeds from this offering to partially fund the purchase price of the Desert Ridge Acquisition, which involves acquiring the JW Marriott Phoenix Desert Ridge Resort & Spa for approximately $865 million. This acquisition is expected to close in the second or third quarter of 2025, subject to customary conditions. The Desert Ridge property offers 950 guest rooms, extensive meeting space, and a range of amenities including pools, golf courses, and a spa. The company emphasizes the risks associated with investing in their stock, including potential changes in their business, economic conditions, and operational performance. None of the securities have been approved or disapproved by regulatory authorities.

Form Type: 424B5

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925050483

Filing Summary: On May 19, 2025, Ryman Hospitality Properties, Inc. executed a purchase and sale agreement through its subsidiary RHP Property AR, LLC to acquire the JW Marriott Phoenix Desert Ridge Resort & Spa located in Phoenix, Arizona, for approximately $865 million, subject to customary closing adjustments. The acquisition is planned to close in the second or third quarter of 2025, contingent upon fulfilling typical closing conditions, although there is no guarantee regarding the closing date or if the acquisition will proceed. Additionally, the Desert Ridge property underwent a significant renovation in 2023, enhancing its guest rooms among other improvements. The property comprises 950 guest rooms, substantial meeting space of approximately 243,000 total square feet, and various recreational amenities including the AquaRidge WaterPark.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925050453

Filing Summary: On May 19, 2025, Ryman Hospitality Properties, Inc. (RHP) announced the execution of a Purchase Agreement for the acquisition of JW Marriott Phoenix Desert Ridge Resort & Spa and related assets from DRPhoenix Hotel Owner LLC for an aggregate price of approximately $865 million. An initial deposit of $30 million has been placed in escrow, with conditions for its application based on the completion of the transaction. The closing is expected in Q2 or Q3 of 2025. The document outlines various risks associated with the transaction, including potential integration challenges and undiscovered liabilities related to the acquired property. Furthermore, the statement highlights the reliance on Marriott's brand management, which is crucial for the success of the acquisition. The Company notes that failure to complete the acquisition may negatively impact its financial condition and operations.