SEC Acceleration Request

0001193125-15-298787.txt : 20150923 0001193125-15-298787.hdr.sgml : 20150923 20150821141035 ACCESSION NUMBER: 0001193125-15-298787 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ryman Hospitality Properties, Inc. CENTRAL INDEX KEY: 0001040829 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 730664379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DR CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153166000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: GAYLORD ENTERTAINMENT CO /DE DATE OF NAME CHANGE: 19971002 FORMER COMPANY: FORMER CONFORMED NAME: NEW GAYLORD ENTERTAINMENT CO DATE OF NAME CHANGE: 19970611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP Property GP, LP CENTRAL INDEX KEY: 0001272677 IRS NUMBER: 113689947 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: OPRYLAND HOTEL FLORIDA LIMITED PARTNERSHIP DATE OF NAME CHANGE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP Property GT, LLC CENTRAL INDEX KEY: 0001272684 IRS NUMBER: 113689950 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: OPRYLAND HOTEL TEXAS LLC DATE OF NAME CHANGE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP Property NH, LLC CENTRAL INDEX KEY: 0001324382 IRS NUMBER: 432062851 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: Gaylord National, LLC DATE OF NAME CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP Hotels, LLC CENTRAL INDEX KEY: 0001571118 IRS NUMBER: 113689948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP Partner, LLC CENTRAL INDEX KEY: 0001571120 IRS NUMBER: 460980656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP FInance Corp. CENTRAL INDEX KEY: 0001578686 IRS NUMBER: 462380406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP Hotel Properties, LP CENTRAL INDEX KEY: 0001571082 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 461000882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHP Property GT, LP CENTRAL INDEX KEY: 0001272683 IRS NUMBER: 621798694 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-316-6000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: OPRYLAND HOTEL TEXAS LIMITED PARTNERSHIP DATE OF NAME CHANGE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPRYLAND HOSPITALITY LLC CENTRAL INDEX KEY: 0001272680 IRS NUMBER: 621866924 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153166000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 CORRESP 1 filename1.htm SEC Acceleration Request

Ryman Hospitality Properties, Inc.

One Gaylord Drive

Nashville, Tennessee 37214

August 21, 2015

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Peggy Kim, Staff Attorney

Re:

RHP Hotel Properties, LP

RHP Finance Corporation

Registration Statement on Form S-4

Filed August 7, 2015

File No. 333-206241 (the “Registration Statement”)

Dear Ms. Kim:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ryman Hospitality Properties, Inc. (“Parent”), its subsidiaries RHP Hotel Properties, LP (the “Operating Partnership”) and RHP Finance Corporation (together with the Operating Partnership, the “Issuers”), and certain other of its 100% owned subsidiaries (such other subsidiaries and Parent, the “Guarantors,” and together with the Issuers, the “Co-Registrants”) hereby request acceleration of the effective date of the Registration Statement to 4:00 p.m., Eastern Time, on August 25, 2015, or as soon thereafter as is practicable.

In addition, at the request of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), each Co-Registrant acknowledges the following:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Co-Registrants from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Co-Registrants may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of the effectiveness of the Registration Statement by a telephone call to our outside counsel, F. Mitchell Walker, Jr. of Bass, Berry & Sims PLC, at (615) 742-6275.

Should you have any questions regarding the foregoing, please do not hesitate to call Scott J. Lynn at (615) 316-6180 or our outside counsel, F. Mitchell Walker, Jr. of Bass, Berry & Sims PLC, at (615) 742-6275.


Sincerely,

RYMAN HOSPITALITY PROPERTIES, INC.

By:	/s/ Scott J. Lynn
Name:	Scott J. Lynn
Title:	Senior Vice President, General Counsel & Secretary

RHP HOTEL PROPERTIES, LP

By:	RHP Partner, LLC, its sole general partner

By:	/s/ Scott J. Lynn
	Name:	Scott J. Lynn
	Title:	Vice President & Secretary

RHP FINANCE CORPORATION

By:	/s/ Scott J. Lynn
	Name:	Scott J. Lynn
	Title:	Vice President & Secretary

RHP PROPERTY GP, LP
RHP PROPERTY GT, LP

By:	Opryland Hospitality, LLC, their sole general partner

By:	/s/ Scott J. Lynn
	Name:	Scott J. Lynn
	Title:	Vice President & Secretary

RHP PROPERTY GT, LLC
RHP PROPERTY NH, LLC
OPRYLAND HOSPITALITY, LLC
RHP HOTELS, LLC
RHP PARTNER, LLC

By:	/s/ Scott J. Lynn
	Name:	Scott J. Lynn
	Title:	Vice President & Secretary