UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2019 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number,
including area code: (
(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 | ||
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. |
On December 9, 2019, Ryman Hospitality Properties, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), providing for the issuance and sale by the Company of 3,000,000 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), at a purchase price to the public of $85.60 per share, less underwriting discounts and commissions, in a registered public offering (the “offering”). In addition, pursuant to the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option (the “option”) to purchase up to an additional 450,000 shares of common stock on the same terms. On December 11, 2019, 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 December 12, 2019. The net proceeds to the Company, after deducting Underwriters’ discounts and commissions and the estimated offering expenses payable by the Company, were approximately $283 million.
The common stock was offered and sold pursuant to a final prospectus supplement, dated December 9, 2019, a preliminary prospectus supplement, dated December 9, 2019, and a base prospectus relating to the Company’s effective shelf registration statement on Form S-3 (File Number 333-235419), dated December 9, 2019.
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 opinions of Bass, Berry & Sims PLC with respect to the validity of the shares of common stock and certain tax matters are attached hereto as Exhibit 5.1 and Exhibit 8.1, respectively.
Relationships
Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking and other commercial dealings with the Company or its affiliates for which they have received or will receive customary fees and expenses. In particular, affiliates of certain of the Underwriters are parties to and lenders under the Company’s credit facility, and, as a result, will, to the extent any portion of the net proceeds from the offering are used for the repayment of borrowings under the Company’s revolving credit facility, receive a portion of the net proceeds from this offering.
ITEM 8.01 | OTHER EVENTS. |
On December 10, 2019, the Company issued a press release announcing pricing of the offering of the common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On December 12, 2019, the Company issued a press release announcing closing of the offering of the common stock. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
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: December 12, 2019 | By: | /s/ Scott Lynn |
Name: | Scott Lynn | |
Title: | Executive Vice President, General Counsel and Secretary |