UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2013 (March 27, 2013)
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13079 | 73-0664379 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| One Gaylord Drive Nashville, Tennessee |
37214 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (615) 316-6000
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
| ITEM 8.01. | OTHER EVENTS. |
On March 27, 2013, Ryman Hospitality Properties, Inc. announced that certain of its subsidiaries priced the private placement of $350 million aggregate principal amount of 5% senior unsecured notes due 2021, increased from the $300 million proposed offering previously announced, pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States in accordance with Regulation S. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
99.1 Press Release of Ryman Hospitality Properties, Inc., dated March 27, 2013.
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: March 27, 2013 | By: | /s/ Scott Lynn | ||||
| Name: | Scott Lynn | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
INDEX TO EXHIBITS
| 99.1 | Press Release of Ryman Hospitality Properties, Inc., dated March 27, 2013. | |
Exhibit 99.1
RYMAN HOSPITALITY PROPERTIES, INC. ANNOUNCES PRICING OF $350 MILLION
OF 5% SENIOR NOTES DUE 2021
NASHVILLE, Tenn. (March 27, 2013) – Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”) announced today that certain of its subsidiaries priced the private placement of $350 million aggregate principal amount of 5% senior notes due 2021 (the “notes”), increased from the $300 million proposed offering previously announced. The notes will be senior unsecured obligations of the Company’s issuing subsidiaries and will be guaranteed by the Company and all of the Company’s subsidiaries that guarantee its senior credit facility. Subject to customary closing conditions, the issuers expect the private placement of the notes to close on April 3, 2013. The aggregate net proceeds from the sale of the notes are expected to be approximately $342 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Company intends to use substantially all of the net proceeds of the offering to repay amounts outstanding under its revolving credit facility, and any balance will be used for general corporate purposes, which may include the repayment of other indebtedness.
The notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (NYSE: RHP), is a real estate investment trust for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of four upscale, meetings-focused resorts totaling 7,795 rooms that are managed by world-class lodging operator Marriott International, Inc. under the Gaylord Hotels brand. Other owned assets managed by Marriott International, Inc. include Gaylord Springs Golf Links, the Wildhorse Saloon, the General Jackson Showboat and the Inn at Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland. The Company also owns and operates a number of media and entertainment assets, including the Grand Ole Opry (opry.com), the legendary weekly showcase of country music’s finest performers for nearly 90 years; the Ryman Auditorium, the storied former home of the Grand Ole Opry located in downtown Nashville; and WSM-AM, the Opry’s radio home.
This press release contains “forward-looking statements” regarding the proposed private placement and the Company’s intended use of proceeds from such private placement. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission and include the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
| Investor Relations Contacts: |
Media Contacts: | |
| Mark Fioravanti, Executive Vice President and Chief Financial Officer | Brian Abrahamson, Vice President of Corporate Communications | |
| Ryman Hospitality Properties, Inc. | Ryman Hospitality Properties, Inc. | |
| 615-316-6588 | (615) 316-6302 | |
| mfioravanti@rymanhp.com | babrahamson@rymanhp.com | |
| ~or~ | ~or~ | |
| Todd Siefert, Vice President of Corporate Finance & Treasurer | Josh Hochberg or Dan Zacchei | |
| Ryman Hospitality Properties, Inc. | Sloane & Company | |
| 615-316-6344 | (212) 446-1892 or (212) 446-1882 | |
| tsiefert@rymanhp.com | jhochberg@sloanepr.com dzacchei@sloanepr.com |