|
Delaware
Delaware |
| |
6798
6798 |
| |
46-1000882
46-2380406 |
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Registrants and Co-Registrants (other
than Ryman Hospitality Properties, Inc.) |
| | Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting
company ☐ |
| | Emerging growth company ☐ | |
|
Ryman Hospitality Properties, Inc.
(a Co-Registrant) |
| | Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | |
Smaller reporting
company ☐ |
| | Emerging growth company ☐ | |
| | |||||||||||||||||||||||||
Title of Each Class of
Securities to be Registered |
| | |
Amount to be
Registered |
| | |
Proposed Maximum
Offering Price Per Unit |
| | |
Proposed Maximum
Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee(1) |
| |||||||||
4.750% Senior Notes due 2027
|
| | |
$700,000,000
|
| | | | | 100% | | | | | | $ | 700,000,000 | | | | | | $ | 90,860 | | |
Guarantees of 4.750% Senior Notes due 2027(2)
|
| | |
—
|
| | | | | — | | | | |
—
|
| | |
(3)
|
|
Exact Name of Co-Registrant as Specified in its Charter*
|
| |
State or
Other Jurisdiction of Incorporation or Organization |
| |
Primary
Standard Industrial Classification Code Number |
| |
I.R.S. Employer
Identification Number |
|
Ryman Hospitality Properties, Inc.
|
| |
Delaware
|
| |
6798
|
| |
73-0664379
|
|
Opryland Hospitality, LLC
|
| |
Tennessee
|
| |
6798
|
| |
62-1586924
|
|
RHP Hotels, LLC
|
| |
Delaware
|
| |
6798
|
| |
11-3689948
|
|
RHP Partner, LLC
|
| |
Delaware
|
| |
6798
|
| |
46-0980656
|
|
RHP Property GP, LP
|
| |
Florida
|
| |
6798
|
| |
62-1795659
|
|
RHP Property GT, LLC
|
| |
Delaware
|
| |
6798
|
| |
11-3689950
|
|
RHP Property GT, LP
|
| |
Delaware
|
| |
6798
|
| |
62-1798694
|
|
RHP Property NH, LLC
|
| |
Maryland
|
| |
6798
|
| |
43-2062851
|
|
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 9 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 21 | | | |
| | | | | 31 | | | |
| | | | | 81 | | | |
| | | | | 81 | | | |
| | | | | 82 | | | |
| | | | | 82 | | | |
| | | | | 82 | | | |
| | | | | 82 | | |
|
Background
|
| | On September 19, 2019, we completed a private placement of $500 million aggregate principal amount of 4.750% Senior Notes due 2027. On October 8, 2019, we completed a tack-on private placement of an additional $200 million aggregate principal amount of 4.750% Senior Notes due 2027. In total, we issued $700 million aggregate principal amount of old notes in the two private placements. In connection with each offering, we entered into substantially similar registration rights agreements with the initial purchasers of the old notes in which we agreed, among other things, to complete this exchange offer for the old notes. | |
|
The Exchange Offer
|
| | We are offering, on the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $700 million aggregate principal amount of exchange notes for an equal principal amount of old notes. Old notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The exchange notes will be issued promptly after the exchange offer expires. | |
|
Expiration of the Exchange Offer; Withdrawal of Tender
|
| | The exchange offer will expire at 5:00 p.m., New York City time, on , 2020, or a later date and time to which we may extend it. We will keep the exchange offer open for at least 20 business days (or longer if required by applicable law) after the date we mail notice of the exchange offer to the holders of old notes. We do not currently intend to extend the expiration of the exchange offer. If the exchange offer is amended in a manner determined by us to constitute a material change, including the waiver of a material condition, we will extend the exchange offer to the extent necessary to provide that at least five business days remain in the exchange offer following notice of the material change. You may withdraw your tender of old notes in the exchange offer at any time before the expiration of the exchange offer by following the procedures described under “The Exchange Offer — Withdrawal of Tenders.” Any old notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of the exchange offer. | |
|
Conditions to the Exchange Offer
|
| | Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or exchange for exchange notes, any old notes, and we may amend, extend or terminate the exchange offer as provided in this prospectus at any time prior to the acceptance of the old notes for exchange if, in our judgment: | |
| | | |
•
the exchange offer violates applicable law or any applicable interpretation of the staff of the SEC;
|
|
| | | |
•
an action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer, or a material adverse development shall have occurred in any existing action or proceeding with respect to us; or
|
|
| | | |
•
we have not received all governmental approvals that we deem necessary for the consummation of the exchange offer.
|
|
|
Procedure for Tendering Old Notes
|
| | To tender old notes held in book-entry form through The Depository Trust Company (“DTC”), you must transfer your old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program (“ATOP”) system. In lieu of delivering a letter of transmittal to the exchange agent, a computer-generated message, in which the holder of the old notes acknowledges and agrees to be bound by the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. If your old notes are held through a broker, dealer, commercial bank, trust company or other nominee and you want to tender your old notes, you must instruct that intermediary to tender the old notes on your behalf pursuant to the procedures of such intermediary. You should contact your intermediary as soon as possible to give it sufficient time to meet your requested deadline. In all other cases, a letter of transmittal must be manually executed and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. | |
|
Transferability
|
| | Under existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters issued to third parties, and subject to the immediately following sentence, we believe that the exchange notes will generally be freely transferable by holders after the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act (subject to certain representations required to be made by each holder of old notes, as set forth under “The Exchange Offer — Terms of the Exchange Offer”). However, any holder of old notes who: | |
| | | |
•
is one of our “affiliates” (as defined in Rule 405 under the Securities Act),
|
|
| | | |
•
does not acquire the exchange notes in the ordinary course of business,
|
|
| | | |
•
distributes, intends to distribute, or has an arrangement or understanding with any person to distribute the exchange notes as part of the exchange offer, or
|
|
| | | |
•
is a broker-dealer who purchased old notes from us in the initial offering of the old notes for resale pursuant to Rule 144A or any other available exemption under the Securities Act,
|
|
| | | | will not be able to rely on the interpretations of the staff of the SEC, will not be permitted to tender old notes in the exchange offer and, in the absence of any exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes, unless an exemption is otherwise available. | |
| | | | Each broker-dealer that receives exchange notes for its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.” | |
|
Material United States Federal Income Tax Consequences
|
| | The exchange of old notes for exchange notes in the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. See “Material United States Federal Income Tax Consequences.” | |
|
Consequences of Failure to Exchange
|
| | Any old notes that are not tendered in the exchange offer, or that are not accepted in the exchange, will remain subject to the restrictions on transfer. Since the old notes have not been registered under the U.S. federal securities laws, you will not be able to offer or sell the old notes except under an exemption from the requirements of the Securities Act or unless the old notes are registered under the Securities Act. | |
|
Use of Proceeds
|
| | We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. | |
|
Exchange Agent
|
| | U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer — Exchange Agent.” | |
| | |
Audited
For the Years Ended December 31, |
| |
Unaudited
For the Three Months Ended March 31, |
| ||||||||||||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |
2020
|
| |
2019
|
| |||||||||||||||||||||
Income Statement Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms
|
| | | $ | 557,562 | | | | | $ | 454,370 | | | | | $ | 431,768 | | | | | $ | 420,011 | | | | | $ | 404,457 | | | | | $ | 106,128 | | | | | $ | 132,212 | | |
Food and beverage
|
| | | | 660,770 | | | | | | 519,843 | | | | | | 483,945 | | | | | | 477,493 | | | | | | 461,157 | | | | | | 145,750 | | | | | | 171,143 | | |
Other hotel revenue
|
| | | | 203,114 | | | | | | 153,690 | | | | | | 143,947 | | | | | | 142,139 | | | | | | 128,989 | | | | | | 33,793 | | | | | | 34,155 | | |
Entertainment
|
| | | | 183,120 | | | | | | 147,215 | | | | | | 125,059 | | | | | | 109,564 | | | | | | 97,521 | | | | | | 27,359 | | | | | | 33,265 | | |
Total revenues
|
| | | | 1,604,566 | | | | | | 1,275,118 | | | | | | 1,184,719 | | | | | | 1,149,207 | | | | | | 1,092,124 | | | | | | 313,030 | | | | | | 370,775 | | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms
|
| | | | 144,834 | | | | | | 118,060 | | | | | | 112,636 | | | | | | 109,618 | | | | | | 110,067 | | | | | | 32,308 | | | | | | 34,969 | | |
Food and beverage
|
| | | | 362,850 | | | | | | 282,906 | | | | | | 269,824 | | | | | | 267,307 | | | | | | 261,580 | | | | | | 83,811 | | | | | | 91,359 | | |
Other hotel expenses
|
| | | | 409,883 | | | | | | 339,529 | | | | | | 327,283 | | | | | | 323,320 | | | | | | 313,706 | | | | | | 90,474 | | | | | | 90,939 | | |
Hotel management fees, net
|
| | | | 39,608 | | | | | | 30,744 | | | | | | 23,856 | | | | | | 22,194 | | | | | | 14,657 | | | | | | 5,492 | | | | | | 9,756 | | |
Entertainment
|
| | | | 126,609 | | | | | | 109,249 | | | | | | 84,513 | | | | | | 74,627 | | | | | | 67,484 | | | | | | 29,346 | | | | | | 25,641 | | |
Corporate
|
| | | | 36,282 | | | | | | 30,833 | | | | | | 31,387 | | | | | | 26,883 | | | | | | 26,133 | | | | | | 8,136 | | | | | | 9,004 | | |
Preopening costs
|
| | | | 3,122 | | | | | | 4,869 | | | | | | 1,926 | | | | | | — | | | | | | 909 | | | | | | 801 | | | | | | 2,134 | | |
Impairment charges(1)
|
| | | | — | | | | | | 23,783 | | | | | | 35,418 | | | | | | — | | | | | | 19,200 | | | | | | — | | | | | | — | | |
Gain on sale of assets(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,261) | | | | | | — | | |
Credit loss on held-to-maturity securities(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,828 | | | | | | — | | |
Depreciation and amortization:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | | 201,068 | | | | | | 108,779 | | | | | | 102,759 | | | | | | 100,186 | | | | | | 105,876 | | | | | | 49,769 | | | | | | 50,133 | | |
Entertainment
|
| | | | 11,150 | | | | | | 10,280 | | | | | | 7,074 | | | | | | 7,034 | | | | | | 5,747 | | | | | | 3,105 | | | | | | 2,479 | | |
Corporate and Other
|
| | | | 1,629 | | | | | | 1,817 | | | | | | 2,126 | | | | | | 2,596 | | | | | | 2,760 | | | | | | 471 | | | | | | 397 | | |
Total depreciation and amortization
|
| | | | 213,847 | | | | | | 120,876 | | | | | | 111,959 | | | | | | 109,816 | | | | | | 114,383 | | | | | | 53,345 | | | | | | 53,009 | | |
Total operating expenses
|
| | | | 1,337,035 | | | | | | 1,060,849 | | | | | | 998,802 | | | | | | 933,765 | | | | | | 928,119 | | | | | | 308,280 | | | | | | 316,811 | | |
OPERATING INCOME: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | | 263,203 | | | | | | 247,885 | | | | | | 223,302 | | | | | | 217,018 | | | | | | 188,717 | | | | | | 23,817 | | | | | | 60,354 | | |
Entertainment
|
| | | | 45,361 | | | | | | 27,686 | | | | | | 33,472 | | | | | | 27,903 | | | | | | 24,290 | | | | | | (5,092) | | | | | | 5,145 | | |
Corporate and Other
|
| | | | (37,911) | | | | | | (32,650) | | | | | | (33,513) | | | | | | (29,479) | | | | | | (28,893) | | | | | | (8,607) | | | | | | (9,401) | | |
Preopening costs
|
| | | | (3,122) | | | | | | (4,869) | | | | | | (1,926) | | | | | | — | | | | | | (909) | | | | | | (801) | | | | | | (2,134) | | |
Impairment charges(1)
|
| | | | — | | | | | | (23,783) | | | | | | (35,418) | | | | | | — | | | | | | (19,200) | | | | | | — | | | | | | — | | |
Gain on sale of assets(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,261 | | | | | | — | | |
Credit loss on held-to-maturity securities(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,828) | | | | | | — | | |
Total operating income
|
| | | | 267,531 | | | | | | 214,269 | | | | | | 185,917 | | | | | | 215,442 | | | | | | 164,005 | | | | | | 4,750 | | | | | | 53,964 | | |
Interest expense
|
| | | | (131,620) | | | | | | (74,961) | | | | | | (66,051) | | | | | | (63,906) | | | | | | (63,901) | | | | | | (29,358) | | | | | | (32,087) | | |
Interest income
|
| | | | 11,769 | | | | | | 10,469 | | | | | | 11,818 | | | | | | 11,500 | | | | | | 12,384 | | | | | | 2,371 | | | | | | 2,908 | | |
Loss on extinguishment of debt
|
| | | | (494) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Income (loss) from unconsolidated joint
ventures(4) |
| | | | (1,110) | | | | | | 125,005 | | | | | | (4,402) | | | | | | (2,794) | | | | | | — | | | | | | (1,895) | | | | | | — | | |
Other gains and (losses), net(5)
|
| | | | 693 | | | | | | 1,633 | | | | | | (337) | | | | | | 2,524 | | | | | | (12,832) | | | | | | 195 | | | | | | (141) | | |
Benefit (provision) for income taxes(6)
|
| | | | (18,475) | | | | | | (11,745) | | | | | | 49,155 | | | | | | (3,400) | | | | | | 11,855 | | | | | | (26,799) | | | | | | (1,974) | | |
Net income (loss)
|
| | | | 128,294 | | | | | | 264,670 | | | | | | 176,100 | | | | | | 159,366 | | | | | | 111,511 | | | | | | (50,736) | | | | | | 22,670 | | |
Net loss attributable to noncontrolling interest in
consolidated joint venture(7) |
| | | | 17,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,220 | | | | | | 6,738 | | |
Net income (loss) available to common stockholders
|
| | | $ | 145,794 | | | | | $ | 264,670 | | | | | $ | 176,100 | | | | | $ | 159,366 | | | | | $ | 111,511 | | | | | $ | (46,516) | | | | | $ | 29,408 | | |
Basic income (loss) per share available to common
stockholders |
| | | $ | 2.82 | | | | | $ | 5.16 | | | | | $ | 3.44 | | | | | $ | 3.12 | | | | | $ | 2.18 | | | | | $ | (0.85) | | | | | $ | 0.57 | | |
Diluted income (loss) per share available to common stockholders
|
| | | $ | 2.81 | | | | | $ | 5.14 | | | | | $ | 3.43 | | | | | $ | 3.11 | | | | | $ | 2.16 | | | | | $ | (0.85) | | | | | $ | 0.57 | | |
Dividends declared per Common Share(8)
|
| | | $ | 3.60 | | | | | $ | 3.40 | | | | | $ | 3.20 | | | | | $ | 3.00 | | | | | $ | 2.70 | | | | | $ | 0.95 | | | | | $ | 0.90 | | |
|
| | |
Audited
As of December 31, |
| |
Unaudited
As of March 31, |
| ||||||||||||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |
2020
|
| |
2019
|
| |||||||||||||||||||||
Balance Sheet Data(7): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 4,088,468 | | | | | $ | 3,853,883 | | | | | $ | 2,524,228 | | | | | $ | 2,405,753 | | | | | $ | 2,331,434 | | | | | $ | 4,344,802 | | | | | $ | 3,893,169 | | |
Total debt
|
| | | | 2,559,968 | | | | | | 2,441,895 | | | | | | 1,591,392 | | | | | | 1,502,554 | | | | | | 1,431,710 | | | | | | 2,951,888 | | | | | | 2,485,179 | | |
Total stockholders’ equity
|
| | | | 644,729 | | | | | | 469,577 | | | | | | 378,156 | | | | | | 367,997 | | | | | | 379,562 | | | | | | 560,021 | | | | | | 440,464 | | |
|
By Registered, Certified
|
| |
By Facsimile
|
| |
By Overnight Courier or
|
|
|
or Regular Mail:
|
| |
(eligible institutions only):
|
| |
Hand Delivery:
|
|
|
U.S. Bank National Association
|
| |
651-466-7372
|
| |
U.S. Bank National Association
|
|
|
60 Livingston Avenue
|
| | | | |
60 Livingston Avenue
|
|
|
St. Paul, Minnesota 55107
|
| |
Telephone Inquiries:
|
| |
1st Floor — Bond Drop Window
|
|
|
Attention: Specialized Finance
|
| |
800-934-6802
|
| |
St. Paul, Minnesota 55107
|
|
Year
|
| |
Percentage
|
| |||
2022
|
| | | | 103.563% | | |
2023
|
| | | | 102.375% | | |
2024
|
| | | | 101.188% | | |
2025 and thereafter
|
| | | | 100.00% | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Colin V. Reed
Colin V. Reed
|
| |
Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer) |
| | May 20, 2020 | |
|
/s/ Mark Fioravanti
Mark Fioravanti
|
| |
President and Chief Financial Officer
(Principal Financial Officer) |
| | May 20, 2020 | |
|
/s/ Jennifer Hutcheson
Jennifer Hutcheson
|
| |
Executive Vice President, Corporate Controller
and Chief Accounting Officer (Principal Accounting Officer) |
| | May 20, 2020 | |
|
/s/ Rachna Bhasin
Rachna Bhasin
|
| | Director | | | May 20, 2020 | |
|
/s/ Alvin Bowles Jr.
Alvin Bowles Jr.
|
| | Director | | | May 20, 2020 | |
|
/s/ Fazal F. Merchant
Fazal F. Merchant
|
| | Director | | | May 20, 2020 | |
|
/s/ Patrick Q. Moore
Patrick Q. Moore
|
| | Director | | | May 20, 2020 | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Christine Pantoya
Christine Pantoya
|
| | Director | | | May 20, 2020 | |
|
/s/ Robert S. Prather, Jr.
Robert S. Prather, Jr.
|
| | Director | | | May 20, 2020 | |
|
/s/ Michael I. Roth
Michael I. Roth
|
| | Director | | | May 20, 2020 | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Colin V. Reed
Colin V. Reed
|
| |
President of RHP Partner, LLC, General
Partner of RHP Hotel Properties, LP (Principal Executive Officer) |
| | May 20, 2020 | |
|
/s/ Mark Fioravanti
Mark Fioravanti
|
| |
Vice President of RHP Partner, LLC, General
Partner of RHP Hotel Properties, LP (Principal Financial Officer) |
| | May 20, 2020 | |
|
/s/ Jennifer Hutcheson
Jennifer Hutcheson
|
| |
Assistant Secretary of RHP
Partner, LLC, General Partner of RHP Hotel Properties, LP (Principal Accounting Officer) |
| | May 20, 2020 | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Colin V. Reed
Colin V. Reed
|
| |
President and Director
(Principal Executive Officer) |
| | May 20, 2020 | |
|
/s/ Mark Fioravanti
Mark Fioravanti
|
| |
Vice President and Director
(Principal Financial Officer) |
| | May 20, 2020 | |
|
/s/ Jennifer Hutcheson
Jennifer Hutcheson
|
| |
Assistant Secretary
(Principal Accounting Officer) |
| | May 20, 2020 | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Colin V. Reed
Colin V. Reed
|
| | President of Opryland Hospitality, LLC, General Partner of RHP Property GP, LP and RHP Property GT, LP (Principal Executive Officer) | | | May 20, 2020 | |
|
/s/ Mark Fioravanti
Mark Fioravanti
|
| | Vice President of Opryland Hospitality, LLC, General Partner of RHP Property GP, LP and RHP Property GT, LP (Principal Financial Officer) | | | May 20, 2020 | |
|
/s/ Jennifer Hutcheson
Jennifer Hutcheson
|
| | Assistant Secretary of Opryland Hospitality, LLC, General Partner of RHP Property GP, LP and RHP Property GT, LP (Principal Accounting Officer) | | | May 20, 2020 | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Colin V. Reed
Colin V. Reed
|
| | President of RHP Property GT, LLC, RHP Property NH, LLC, Opryland Hospitality, LLC, RHP Hotels, LLC, and RHP Partner, LLC (Principal Executive Officer) | | | May 20, 2020 | |
|
/s/ Mark Fioravanti
Mark Fioravanti
|
| | Vice President of RHP Property GT, LLC, RHP Property NH, LLC, Opryland Hospitality, LLC, RHP Hotels, LLC, and RHP Partner, LLC (Principal Financial Officer) | | | May 20, 2020 | |
|
/s/ Jennifer Hutcheson
Jennifer Hutcheson
|
| | Assistant Secretary of RHP Property GT, LLC, RHP Property NH, LLC, Opryland Hospitality, LLC, RHP Hotels, LLC, and RHP Partner, LLC (Principal Accounting Officer) | | | May 20, 2020 | |
Exhibit 5.1
150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615) 742-6200
May 20, 2020
Ryman Hospitality Properties, Inc.
RHP Hotel Properties, LP
RHP Finance Corporation
One Gaylord Drive
Nashville, Tennessee 37214
Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as counsel to Ryman Hospitality Properties, Inc. (“Parent”), RHP Hotel Properties, LP (“RHP”), RHP Finance Corporation (“FINCO” and, together with RHP, the “Issuers”) and the Tennessee/Delaware Subsidiary Guarantors (as defined below) in connection with a registration statement on Form S-4 (the “Registration Statement”), filed by Parent, the Issuers, and the other direct or indirect subsidiaries of Parent listed on Annex A attached hereto (the “Subsidiary Guarantors”) with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), on May 20, 2020 relating to the proposed offer by the Issuers, Parent and the Subsidiary Guarantors to exchange (the “Exchange Offer”) an aggregate principal amount of up to $700,000,000 of the Issuers’ outstanding 4.750% Senior Notes due 2027 (the “Old Notes”) and related guarantees thereof (the “Old Guarantees”) for a like principal amount of the Issuers’ 4.750% Senior Notes due 2027 that have been registered under the Act (the “Exchange Notes”) that are to be guaranteed (the “Exchange Guarantees”) on a senior unsecured basis by Parent and the Subsidiary Guarantors (the Subsidiary Guarantor organized under the laws of Tennessee and the Subsidiary Guarantors organized under the laws of Delaware are collectively, the “Tennessee/Delaware Subsidiary Guarantors”).
The Old Notes and the related Old Guarantees have been, and the Exchange Notes and the related Exchange Guarantees will be, issued pursuant to an Indenture dated as of September 19, 2019 (the “Base Indenture”), as amended and supplemented by a Supplemental Indenture No. 1, dated as of October 8, 2019, (the “Supplemental Indenture”) (the Base Indenture as amended and supplemented by the Supplemental Indenture being the “Indenture”), by and among the Issuers, Parent, the Subsidiary Guarantors and U.S. Bank National Association, as trustee. Issuers, Parent and the Subsidiary Guarantors are proposing the Exchange Offer in accordance with the terms of a (i) a Registration Rights Agreement, dated as of September 19, 2019, among the Issuers, Parent, the Subsidiary Guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers named therein, and (ii) a Registration Rights Agreement, dated as of October 8, 2019, among the Issuers, Parent, the Subsidiary Guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers named therein (collectively, the “Registration Rights Agreements”).
Ryman Hospitality Properties, Inc.
RHP Hotel Properties, LP
RHP Finance Corporation
May 20, 2020
Page 2
In rendering the opinions expressed in this letter, we have examined the Registration Rights Agreements, the Indenture, the form of the Exchange Notes, the Exchange Guarantees and the Registration Statement. We also have reviewed such corporate or other organizational documents and records of RHP, FINCO, Parent, and the Tennessee/Delaware Subsidiary Guarantors, such certificates of public officials, and such other materials as we have deemed necessary or appropriate for purposes of this opinion. As to various issues of fact, we have relied upon statements and certificates of officers of RHP, FINCO, Parent and the Subsidiary Guarantors without independent verification or investigation. For purposes of the opinions expressed herein regarding the good standing of RHP, FINCO, Parent and the Tennessee/Delaware Subsidiary Guarantors, we have relied solely upon good standing certificates of recent dates issued by the Secretary of State of Tennessee or Delaware, as applicable.
In connection with our examination of documents, we have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us as certified, conformed or photographic copies and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. We have assumed that all documents we have reviewed (i) are the valid and binding obligations of and enforceable against each party thereto; and (ii) have been duly authorized, executed and delivered by each party thereto (provided, however, that we do not make the foregoing assumption with respect to the Issuers, Parent or the Tennessee/Delaware Subsidiary Guarantors).
We have assumed that all executed written factual statements, instruments, and other documents that we have relied upon in rendering this opinion letter have been executed by persons with legal capacity to execute such documents. Except as expressly set forth in this opinion letter, we have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to us in connection with the transactions contemplated by the Registration Statement.
The opinions expressed herein are limited in all respects to the laws of the State of Tennessee, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, and no opinion is expressed with respect to (i) any federal laws of the United States of America or any other jurisdiction, or any effect which such laws may have on the opinions expressed herein or (ii) the securities or “blue sky” laws of any jurisdiction. We are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Ryman Hospitality Properties, Inc.
RHP Hotel Properties, LP
RHP Finance Corporation
May 20, 2020
Page 3
We have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to our knowledge of the existence or absence of any such facts should be drawn from the fact of our representation of the Issuers, Parent or the Tennessee/Delaware Subsidiary Guarantors.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. Each of RHP, FINCO, Parent and the Tennessee/Delaware Subsidiary Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.
2. Each of RHP, FINCO, Parent and the Tennessee/Delaware Subsidiary Guarantors has all requisite corporate, partnership, or limited liability company power, as applicable, and corporate, partnership, or limited liability company authority, as applicable, under the laws of its state of incorporation or formation, to execute, deliver and perform its obligations under the Indenture, the Exchange Notes, and the Exchange Guarantees, in each case to the extent it is a party thereto.
3. The Indenture (which includes the Exchange Guarantees proposed to be issued pursuant to the Exchange Offer) has been duly authorized and validly executed and delivered by the Issuers, Parent and the Tennessee/Delaware Subsidiary Guarantors (in the case of Opryland Hospitality, LLC, such authorization being for itself and in its capacity as general partner of RHP Property GT, LP, and in the case of RHP Partner, LLC, such authorization being for itself and in its capacity as general partner of RHP), in each case to the extent the Issuers, Parent or the Tennessee/Delaware Subsidiary Guarantors are parties thereto.
4. The Exchange Notes proposed to be issued pursuant to the Exchange Offer have been duly authorized by the Issuers for issuance by the Issuers in accordance with the terms of the Indenture, the Registration Rights Agreements, and the Exchange Offer.
Our opinions expressed herein are rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
We hereby consent to the filing of this opinion letter with the SEC as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to the use of our name in the Registration Statement and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.
Very truly yours, | |
/s/ Bass, Berry & Sims PLC |
Annex A
Subsidiary Guarantors
Opryland Hospitality, LLC | Tennessee |
RHP Hotels, LLC | Delaware |
RHP Partner, LLC | Delaware |
RHP Property GP, LP | Florida |
RHP Property GT, LLC | Delaware |
RHP Property GT, LP | Delaware |
RHP Property NH, LLC | Maryland |
Exhibit 5.2
Craig M. Fischer
Partner
Direct Dial: 716.848.1266
CFischer@hodgsonruss.com
May 20, 2020
Ryman Hospitality Properties, Inc.
RHP Hotel Properties, LP
RHP Finance Corporation
One Gaylord Drive
Nashville, TN 37214
Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as New York counsel to RHP Hotel Properties, LP and RHP Finance Corporation (collectively the “Issuers”) and Ryman Hospitality Properties, Inc., RHP Property GP, LP, RHP Property GT, LLC, RHP Property GT, LP, RHP Property NH, LLC, Opryland Hospitality, LLC, RHP Hotels, LLC and RHP Partner, LLC (collectively the “Guarantors”) solely for the purpose of providing the opinions set forth in this letter and for no other purpose (including, but not limited to, conducting any negotiation or providing any legal or other advice) in connection with the filing by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the offer and exchange of up to $700,000,000 aggregate principal amount of the Issuers’ 4.750% Senior Notes due 2027 (collectively the “Exchange Notes”) that are to be subject to guarantees executed by the Guarantors (collectively the “Exchange Note Guarantees”), are to be issued pursuant to an Indenture, dated as of September 19, 2019, among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended and supplemented by a Supplemental Indenture No. 1, dated as of October 8, 2019, among the Issuers, the Guarantors and the Trustee (the “First Supplement”) (the Base Indenture as amended and supplemented by the First Supplement being the “Indenture”), and are to be issued in an exchange offer (the “Exchange Offer”) for a like aggregate original principal amount of currently outstanding 4.750% Senior Notes due 2027 (the “Initial Notes”) in accordance with the terms of a Registration Rights Agreement, dated as of September 19, 2019, among the Issuers, the Guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers named therein and a Registration Rights Agreement, dated as of October 8, 2019, among the Issuers, the Guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers named therein (collectively the “Registration Rights Agreements”).
The Guaranty Building, 140 Pearl Street, Suite 100 | Buffalo, New York 14202-4040 | 716.856.4000 | HodgsonRuss.com
Albany ■ Buffalo ■ New York ■ Palm Beach ■ Saratoga Springs ■ Toronto
Ryman Hospitality Properties, Inc. RHP Hotel Properties, LP RHP Finance Corporation May 20, 2020 Page 2 |
The opinions set forth in this letter are subject to the following qualifications:
1. The opinions set forth in this letter are based solely upon (a) our review of, as submitted to us, (i) executed copies of each of the Registration Rights Agreements, the Base Indenture and the First Supplement, (ii) forms of the Exchange Notes and the Exchange Note Guarantees and (iii) the Registration Statement (items (a)(i) through (a)(iii) being collectively the “Reviewed Documents”) and (b) our review of law of the State of New York that a lawyer admitted to practice in the State of New York, exercising customary professional diligence, would normally be expected to recognize as being applicable to the transactions contemplated by the Reviewed Documents other than securities or Blue Sky law (collectively “New York Law”). Other than our review of the Reviewed Documents, we have not reviewed any document referred to in any of the Reviewed Documents or made any inquiry or other investigation as to any factual matter (including, but not limited to, (a) any review of any of the files and other records of either of the Issuers, any of the Guarantors, any affiliate of either of the Issuers or any of the Guarantors or any court or other governmental authority, (b) any review of any of our files and other records, (c) any inquiry of or other communication with any director, officer, member, manager, general partner, limited partner, employee or other agent of either of the Issuers, any of the Guarantors or any affiliate of either of the Issuers or any of the Guarantors or (d) any inquiry of any past or present attorney of ours).
2. We do not express any opinion concerning any law other than New York Law.
3. We have assumed without any inquiry or other investigation, (a) the legal capacity of each natural person, (b) the genuineness of each signature on any of the Reviewed Documents, the authenticity, accuracy and completeness of each of the Reviewed Documents and the conformity of each of the Reviewed Documents to the copy or form thereof submitted to us, (c) the accuracy on the date of this letter as well as on the date made of each statement as to any factual matter contained in any of the Reviewed Documents and (d) there not existing outside of the Reviewed Documents and New York Law anything that would render incorrect any opinion set forth in this letter.
4. This letter is given without regard to any change after the date of this letter with respect to any factual or legal matter, and we disclaim any obligation to notify you or any other person concerning any such change or any effect of any such change on any opinion set forth in this letter.
5. Any opinion set forth in this letter (a) deals only with the specific legal issue or issues it explicitly addresses, (b) does not address any other matter, (c) except as expressly set forth in such opinion, does not address any statute, rule or regulation that is applicable to either of the Issuers, any of the Guarantors, any of the Reviewed Documents or any of the transactions contemplated by the Reviewed Documents solely because such statute, rule or regulation is part of a regulatory scheme applicable to either of the Issuers or any of the Guarantors due to a specific activity, business or asset of either of the Issuers or any of the Guarantors and (d) except as expressly set forth in such opinion, does not address any legal issue arising under (i) any statute, rule or regulation relating to any futures, forward, option, swap or other derivative contract or guaranty or other obligation arising in connection therewith, commodities, securities, pension, employee benefit, antitrust, unfair competition, communication, usury, fraudulent transfer, fraudulent conveyance, preference, consumer protection, anti-discrimination, environmental, land use, subdivision, tax, copyright, patent, trademark or other intellectual property, gambling, racketeering, terrorism, money laundering, emergency, health, safety, labor, health or other insurance, forfeiture or criminal matter or any filing, notice or fiduciary requirement or (ii) any statute, rule or regulation of any political subdivision of the State of New York.
Ryman Hospitality Properties, Inc. RHP Hotel Properties, LP RHP Finance Corporation May 20, 2020 Page 3 |
6. We express no opinion as to the enforceability of Section 10.01 of the Base Indenture insofar as such Section 10.01 purports to waive defenses available to a surety that cannot be waived under the law of the State of New York or to impose liability upon any of the Guarantors as a primary rather than a secondary obligor. We express no opinion as to the enforceability of any provisions of the Reviewed Documents relating to the right of set-off to the extent that such provisions imply that set-off may be made without notice or any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy.
Subject to the qualifications set forth in this letter, it is our opinion that:
1. Assuming that the Base Indenture and the First Supplement have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Issuers, the Guarantors and the Trustee), the Indenture is a legally valid and binding obligation of the Issuers and the Guarantors enforceable against the Issuers and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium or other similar law now or hereafter in effect relating to or affecting rights and remedies of creditors or by general equitable principles (collectively the “Enforceability Exceptions”) and except as any right to indemnification or contribution thereunder may be limited by public policy consideration.
2. Assuming that the Base Indenture, the First Supplement and the Registration Rights Agreements have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Issuers, the Guarantors and, in the case of the Base Indenture and the First Supplement, the Trustee) and that the Exchange Notes have been duly and validly authorized by the Issuers for issuance by the Issuers pursuant to the Indenture, the Registration Rights Agreements and the Exchange Offer, when the Exchange Notes have been duly and validly executed by the Issuers, duly and validly authenticated and delivered by the Trustee in accordance with the terms of the Indenture and duly issued and delivered by the Issuers in exchange for an equal principal amount of the Initial Notes in the Exchange Offer, the Exchange Notes will be legally valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
Ryman Hospitality Properties, Inc. RHP Hotel Properties, LP RHP Finance Corporation May 20, 2020 Page 4 |
3. Assuming that the Base Indenture, the First Supplement and the Registration Rights Agreements have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Issuers, the Guarantors and, in the case of the Base Indenture and the First Supplement, the Trustee) and that the Exchange Note Guarantees have been duly and validly authorized and executed by the Guarantors, when the Exchange Notes have been duly and validly executed by the Issuers, duly and validly authenticated and delivered by the Trustee in accordance with the terms of the Indenture and duly issued and delivered by the Issuers in exchange for an equal principal amount of the Initial Notes in the Exchange Offer, the Exchange Note Guarantees will be legally valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as any right to indemnification or contribution thereunder may be limited by public policy consideration, and will be entitled to the benefits of the Indenture.
We consent to the filing of this letter with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not admit that we are in the category of persons whose consent to such filing and use is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, | ||
HODGSON RUSS LLP | ||
By | /s/ Craig M. Fischer | |
Craig M. Fischer |
Exhibit 5.3
[Scott J. Lynn Letterhead]
May 20, 2020
Ryman Hospitality Properties, Inc.
One Gaylord Drive
Nashville, Tennessee 37214
Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
I have acted as counsel to RHP Property GP, LP and RHP Property NH, LLC (the “Subsidiaries”) in connection with a registration statement on Form S-4 (the “Registration Statement”), filed by RHP Hotel Properties, LP (“RHP”), RHP Finance Corporation (“FINCO” and, together with RHP, the “Issuers”), Ryman Hospitality Properties, Inc. (“Parent”), the Subsidiaries, and the other direct or indirect subsidiaries of Parent listed on Annex A attached hereto (the “Guarantors”) with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), on May 20, 2020 relating to the proposed offer by the Issuers, Parent, the Subsidiaries and the Guarantors to exchange (the “Exchange Offer”) an aggregate principal amount of up to $700,000,000 of the Issuers’ outstanding 4.750% Senior Notes due 2027 (the “Old Notes”) and related guarantees thereof (the “Old Guarantees”) for a like principal amount of the Issuers’ 4.750% Senior Notes due 2027 that have been registered under the Act (the “Exchange Notes”) that are to be guaranteed (the “Exchange Guarantees”) on a senior unsecured basis by Parent, the Subsidiaries and the Guarantors.
The Old Notes and the related Old Guarantees have been, and the Exchange Notes and the related Exchange Guarantees will be, issued pursuant to an Indenture dated as of September 19, 2019 (the “Base Indenture”), as amended and supplemented by a Supplemental Indenture No. 1, dated as of October 8, 2019, (the “Supplemental Indenture”) (the Base Indenture as amended and supplemented by the Supplemental Indenture being the “Indenture”), by and among the Issuers, Parent, the Subsidiaries, the Guarantors and U.S. Bank National Association, as trustee. Issuers, Parent, the Subsidiaries and the Guarantors are proposing the Exchange Offer in accordance with the terms of a (i) a Registration Rights Agreement, dated as of September 19, 2019, among the Issuers, Parent, the Subsidiary Guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers named therein, and (ii) a Registration Rights Agreement, dated as of October 8, 2019, among the Issuers, Parent, the Subsidiary Guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers named therein.
In rendering the opinions expressed in this letter, I have examined the Registration Rights Agreements, the Indenture, the form of the Exchange Notes, the Exchange Guarantees and the Registration Statement. I have reviewed such organizational documents and records of the Subsidiaries, such certificates of public officials, and such other materials as I have deemed necessary or appropriate for purposes of this opinion. As to various issues of fact, I have relied upon statements and certificates of officers of the Subsidiaries without independent verification or investigation. For purposes of the opinions on the good standing or status of the Subsidiaries, I have relied solely upon a good standing certificate or certificate of status of recent date issued by the Secretary of State of Florida or Maryland, as applicable.
Ryman Hospitality Properties, Inc.
RHP Property GP, LP
RHP Property NH, LLC
May 20, 2020
Page 2
In connection with my examination of documents, I have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to me as certified, conformed or photographic copies and, as to certificates of public officials, I have assumed the same to have been properly given and to be accurate. I have assumed that all documents I have reviewed (i) are the valid and binding obligations of and enforceable against each party thereto; and (ii) have been duly authorized, executed and delivered by each party thereto (provided, however, that I have not made the foregoing assumption with respect to the Subsidiaries).
I have assumed that all executed written factual statements, instruments, and other documents that I have relied upon in rendering this opinion letter have been executed by persons with legal capacity to execute such documents. Except as expressly set forth in this opinion letter, I have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to us in connection with the transactions contemplated by the Registration Statement.
The opinions expressed herein are limited to the limited liability company act of the State of Maryland, and the limited partnership act of the State of Florida, and no opinion is expressed with respect to (i) any federal laws of the United States of America or any other jurisdiction, or any effect which such laws may have on the opinions expressed herein or (ii) the securities or “blue sky” laws of any jurisdiction. I am not rendering any opinion, and I am not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
I have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to my knowledge of the existence or absence of any such facts should be drawn from the fact of my representation of the Subsidiaries.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:
1. Each of the Subsidiaries is validly existing under the laws of its respective jurisdiction of formation, RHP Property GP, LP’s status is active in Florida, and RHP Property NH, LLC is in good standing to transact business under the laws of the State of Maryland.
2. Each of the Subsidiaries has all requisite partnership or limited liability company power, as applicable, and partnership or limited liability company authority, as applicable, under the laws of its state of formation, to execute, deliver and perform its obligations under the Indenture and the Exchange Guarantees, in each case to the extent it is a party thereto.
Ryman Hospitality Properties, Inc.
RHP Property GP, LP
RHP Property NH, LLC
May 20, 2020
Page 3
3. The Indenture (which includes the Exchange Guarantees proposed to be issued pursuant to the Exchange Offer) has been duly authorized and validly executed and delivered by the Subsidiaries, to the extent the Subsidiaries are parties thereto.
The opinion expressed herein is rendered as of the date hereof, and I assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to my attention.
I hereby consent to the filing of this opinion letter with the SEC as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to the use of my name in the Registration Statement and in the related Prospectus under the caption “Legal Matters.” In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.
Very truly yours, | |
/s/ Scott J. Lynn | |
Scott J. Lynn |
Annex A
Subsidiary Guarantors
Opryland Hospitality, LLC | Tennessee |
RHP Hotels, LLC | Delaware |
RHP Partner, LLC | Delaware |
RHP Property GP, LP | Florida |
RHP Property GT, LLC | Delaware |
RHP Property GT, LP | Delaware |
RHP Property NH, LLC | Maryland |
Exhibit 23.4
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of RHP Hotel Properties, LP and RHP Finance Corporation, the subsidiary issuers of Ryman Hospitality Properties, Inc., for the registration of their 4.75% Senior Notes due 2027 and to the incorporation by reference therein of our reports dated February 25, 2020, with respect to the consolidated financial statements of Ryman Hospitality Properties, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of Ryman Hospitality Properties, Inc. and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2019 and the financial statement schedule of Ryman Hospitality Properties, Inc. and subsidiaries included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Nashville, Tennessee
May 20, 2020
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Joshua A. Hahn
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6309
(Name, address and telephone number of agent for service)
RHP Hotel Properties, LP
RHP Finance Corpration
(Issuer with respect to the Securities)
Delaware Delaware |
46-1000882 46-2380406 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Gaylord Drive Nashville, TN |
37214 |
(Address of Principal Executive Offices) | (Zip Code) |
4.75% Senior Notes Due 2027
Guarantees of 4.75% Senior Notes due 2027
(Title of the Indenture Securities)
FORM T-1
TABLE OF CO-REGISTRANTS
Exact Name of Co-Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization |
Primary Standard Industrial Classification Code Number |
I.R.S. Employer Identification Number | |||||
Ryman Hospitality Properties, Inc. | Delaware | 6798 | 73-0664379 | |||||
Opryland Hospitality, LLC | Tennessee | 6798 | 62-1586924 | |||||
RHP Hotels, LLC | Delaware | 6798 | 11-3689948 | |||||
RHP Partner, LLC | Delaware | 6798 | 46-0980656 | |||||
RHP Property GP, LP | Florida | 6798 | 62-1795659 | |||||
RHP Property GT, LLC | Delaware | 6798 | 11-3689950 | |||||
RHP Property GT, LP | Delaware | 6798 | 62-1798694 | |||||
RHP Property NH, LLC | Maryland | 6798 | 43-2062851 |
2 |
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of March 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
3 |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 6th of March, 2020.
By: | /s/ Joshua A. Hahn | |
Joshua A. Hahn | ||
Vice President |
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Exhibit 2
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Exhibit 3
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Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: March 6, 2020
By: | /s/ Joshua A. Hahn | |
Joshua A. Hahn | ||
Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2020
($000’s)
3/31/2020 | ||||
Assets | ||||
Cash and Balances Due From | $ | 46,699,020 | ||
Depository Institutions Securities | 122,149,987 | |||
Federal Funds | 2,807 | |||
Loans & Lease Financing Receivables | 316,711,655 | |||
Fixed Assets | 9,075,777 | |||
Intangible Assets | 12,477,802 | |||
Other Assets | 26,012,043 | |||
Total Assets | $ | 533,129,091 | ||
Liabilities | ||||
Deposits | $ | 405,823,094 | ||
Fed Funds | 1,428,527 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,392,214 | |||
Other Borrowed Money | 55,078,404 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,338,298 | |||
Total Liabilities | $ | 481,910,537 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 36,132,907 | |||
Minority Interest in Subsidiaries | 800,532 | |||
Total Equity Capital | $ | 51,218,554 | ||
Total Liabilities and Equity Capital | $ | 533,129,091 |
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By Registered, Certified
or Regular Mail: U.S. Bank National Association 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance |
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By Facsimile
(eligible institutions only): 651-466-7372
Telephone Inquiries:
800-934-6802 |
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By Overnight Courier or
Hand Delivery: U.S. Bank National Association 60 Livingston Avenue 1st Floor — Bond Drop Window St. Paul, Minnesota 55107 |
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Name of Tendering Institution: |
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DTC Participant Number: |
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Account Number: |
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Transaction Code Number: |
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Name of Registered Holder: |
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Window Ticket Number (if any): |
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Date of Execution of Notice of Guaranteed Delivery: |
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Name of Institution Which Guaranteed Delivery: |
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Name of Tendering Institution: |
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DTC Participant Number: |
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Account Number: |
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Transaction Code Number: |
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Name: |
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Name(s) and Address(es) of Registered
Holder(s) (Please fill in, if blank) |
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Certificate
Number(s) of Old Notes* |
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Aggregate Principal
Amount Represented by Old Notes |
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Aggregate Principal
Amount of Old Notes Being Tendered |
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 and 6) |
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 6) |
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| To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal below, or if Old Notes delivered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated below. | | | To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal below or to such person(s) at an address other than shown the table entitled “Description of Old Notes Tendered” on this Letter of Transmittal. | |
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Issue:
☐ Old Notes
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Deliver:
☐ Old Notes
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☐ Exchange Notes
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☐ Exchange Notes
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Name:
(please print)
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Name:
(please print)
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Address:
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Address:
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(zip code)
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(zip code)
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DTC Account Number, if applicable
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(Tax Identification or Social Security Number)
(Such person(s) must also complete the accompanying IRS Form W-9 or the appropriate IRS Form W-8) |
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(Tax Identification or Social Security Number)
(Such person(s) must also complete the accompanying IRS Form W-9 or the appropriate IRS Form W-8) |
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Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)
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Area Code and Telephone Number
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Date
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Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)
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Area Code and Telephone Number
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Date
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Name(s) (please print): |
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Capacity (full title): |
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Address (including zip code): |
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Tax Identification or Social Security Number: |
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| Signature(s) Guaranteed by an Eligible Institution: | | |
(Authorized Signature)
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(Title)
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(Name of Firm)
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Address
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Box 1 ☐
Please tender the Old Notes held by you for my account, as indicated below.
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Box 2 ☐
Please do not tender any Old Notes held by you for my account.
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Date:
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| | If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Old Notes acquired for its own account directly from the Issuers. If a holder of the Old Notes is an affiliate of the Issuers, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes, has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer or is a broker-dealer that acquired private notes directly from the Issuers for its own account and not as a result of market making-activities or other trading activities, such holder may not rely on the applicable interpretations of the Staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction of the Exchange Notes. | | | |||
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Signature(s)
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| | Principal Amount of Old Notes to be Tendered:* | | | |||
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$
(Must be in minimum denominations of $2,000 and integral multiple(s) of $1,000 in excess thereof.) |
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| | *Unless otherwise indicated, the entire principal amount held for the account of the beneficial owner will be tendered. | | |
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Name:
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Address:
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Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
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My Account Number with You:
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By Registered, Certified
or Regular Mail: U.S. Bank National Association 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance |
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By Facsimile
(eligible institutions only): 651-466-7372
Telephone Inquiries:
800-934-6802 |
| |
By Overnight Courier or
Hand Delivery: U.S. Bank National Association 60 Livingston Avenue 1st Floor — Bond Drop Window St. Paul, Minnesota 55107 |
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Name(s) and Address(es) of
Registered Holder(s) (Please fill in, if blank) |
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Certificate Number(s) of Old
Notes* |
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Aggregate Principal Amount
Represented by Old Notes |
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Aggregate Principal Amount
of Old Notes Being Tendered |
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Signature(s):
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Name(s):
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Address:
(Zip Code)
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Capacity (full title), if signing in a representative
capacity:
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| Area Code and Telephone Number: | | |||
| Dated: | | | | |
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☐
Check this Box if the Old Notes will be delivered by book-entry transfer to The Depository Trust Company.
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Account Number:
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| THE ACCOMPANYING GUARANTEE OF DELIVERY MUST BE COMPLETED. | |
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