Ryman Hospitality Issues $700M 6.25% Senior Notes to Fund Grande Lakes Acquisition

What Happened

• On August 25, 2026, Ryman Hospitality Properties, Inc. and its subsidiaries issued $700 million aggregate principal amount of 6.250% Senior Notes due February 15, 2035 under an indenture with U.S. Bank Trust Company as trustee. The notes are guaranteed by Ryman’s designated subsidiaries.
• The Operating Partnership intends to use the net proceeds to fund part of the approximately $1.38 billion purchase price for the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes (the "Grande Lakes Acquisition"). The remainder of the purchase price is being funded by a recent public offering of 5,865,000 shares (priced at $117.00/share, closed Aug 12, 2026) and cash on hand.

Key Details

• Principal/Rate/Maturity: $700,000,000 principal; 6.250% interest; interest payable Feb 15 and Aug 15 starting Feb 15, 2027; maturity Feb 15, 2035.
• Security and ranking: Unsecured senior obligations; rank equally with other senior unsecured debt, effectively junior to secured debt and structurally subordinated to obligations of non‑guarantor subsidiaries.
• Redemption and repurchase rights: Callable with a make‑whole premium before Aug 15, 2029; specific step‑down redemption percentages after Aug 15, 2029 (103.125% in 2029, 101.563% in 2030, 100% in 2031+); up to 40% may be redeemed with certain equity proceeds before Aug 15, 2029 (subject to conditions). A change‑of‑control repurchase obligation exists at 101% of principal.
• Use if deal fails: If the Grande Lakes Acquisition is not completed, the notes will be redeemed under a special mandatory redemption at 100% of issue price plus accrued interest.

Why It Matters

• Financing: The new notes provide material long‑term financing ($700M) targeted to close part of the Grande Lakes acquisition, reducing the need to fund the deal solely with equity or shorter‑term debt.
• Capital structure impact: Investors should note these are unsecured senior notes that rank with other senior unsecured debt but are junior to secured borrowings and obligations of non‑guarantor subsidiaries — this affects recovery priority in stress scenarios.
• Covenants and flexibility: The indenture includes customary covenants that limit certain borrowings, liens, distributions and related‑party transactions (with exceptions). Redemption and change‑of‑control provisions define exit options and potential repurchase obligations that could affect cash needs in the future.