Ryman Hospitality Properties, – GuruFocus.com

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  • Ryman Hospitality Properties, Inc. closes a strategic investment in the company’s Opry Entertainment Group (OEG) by Atairos and NBCUniversal, which initially values ​​the OEG business at $1.415 billion, including the recent acquisition of Block 21.
  • Atairos and NBCUniversal will acquire a 30% stake in OEG for a $296 million investment, of which Atairos is investing $283 million directly and NBCUniversal is investing $13 million directly.
  • The transaction paves the way for OEG’s next phase of growth, maintains meaningful participation of RHP shareholders in future value creation and lightens RHP’s balance sheet to enable continued reinvestment in the core hospitality group business of HPR.

NASHVILLE, Tenn., June 16, 2022 (GLOBE NEWSWIRE) — Ryman Hospitality Properties (: RHP) (“RHP”), a leading accommodations and hospitality real estate investment fund that specializes in high-end convention centers and country music entertainment experiences, and Atairos, an independent strategic investment firm focused on supporting growth-oriented businesses, today announced the completion of the proposed strategic investment previously announced by Atairos and NBCUniversal in RHP subsidiary OEG Attractions Holdings LLC, which directly or indirectly owns the assets that make up Opry Entertainment Group (“OEG”).

Overview of transactions

Under the terms of the agreement, Atairos, together with its long-term strategic partner NBCUniversal, acquired a 30% minority stake in OEG for $296 million, of which Atairos directly invested $283 million and NBCUniversal directly invested 13 millions of dollars. The investment values ​​OEG at $1.415 billion, including OEG’s recent acquisition of Block 21. Atairos has agreed to make an additional $30 million investment in OEG, subject to the achievement of certain performance targets, which which would bring OEG’s valuation to $1.515 billion.

Capitalization of Opry Entertainment Group

The $1.415 billion valuation includes a capitalization of OEG with a $300 million B term loan, which closed concurrently with the closing of the equity investment by Atairos and NBCUniversal, as well as the assumption of a $136 million CMBS facility for Block 21, which OEG assumed as part of the previously announced closing of the Block 21 transaction. RHP will receive proceeds of $578 million consisting of the initial interest of 30% from Atairos and NBCUniversal and borrowings on Term Loan B secured by the assets of OEG. RHP expects to use this net proceeds to repay in full its $300 million Term Loan A and substantially all outstanding borrowings under its revolving credit facility, thereby reducing leverage and creating balance sheet flexibility to allow RHP to pursue continued reinvestment in its group hotel business.

As part of this transaction, the Company also entered into its previously announced $300 million 7-year senior secured term loan B and a $65 million 5-year senior secured revolving credit facility not used to capitalize OEG. The new term loan matures in June 2029 and bears interest at SOFR plus 5.00% while the new revolving credit facility matures in 2027 and bears interest at SOFR plus 4.75%. The loans are secured by first lien on substantially all of OEG’s assets and property except Block 21 and Circle.

Colin Reed, President and CEO of Ryman Hospitality Properties, said, “We are delighted to close this transformative transaction for OEG, which provides several strategic benefits to our shareholders. We are confident that our new partnership with Atairos and NBCUniversal will propel OEG into its next phase of growth, extending its reach and continuing its evolution into an integrated national lifestyle platform, while retaining a meaningful stake in value creation. additional. This agreement is a significant step forward for OEG on its way to independence from our REIT structure and lightens RHP’s balance sheet to enable continued reinvestment in RHP’s leading group hotel business. We are delighted to welcome our new partners to OEG and look forward to working with them to continue to grow our portfolio of entertainment assets and create more opportunities to serve the country lifestyle consumer in the years to come. coming. I would like to thank the Atairos and NBCUniversal teams for their collaboration throughout the closing process. I would also like to thank our internal team and members for their hard work throughout this transaction and closing period.

Additional Transaction Details
RHP retained a controlling 70% stake in OEG. Colin Reed serves as Executive Chairman of OEG in addition to his responsibilities as President and CEO of RHP. As part of this investment, Atairos Partners Alex Evans and Jackson Phillips have joined OEG’s new board of directors, consisting of four RHP directors and two Atairos directors.

Advisors
Morgan Stanley & Co. LLC served as financial advisor, Bass, Berry & Sims PLC served as legal advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as tax advisor to RHP. Moelis & Company LLC served as financial advisor and Davis Polk & Wardwell LLP served as legal advisor to Atairos. Financing for this transaction was led by JPMorgan Chase Bank, NA, and Morgan Stanley Senior Funding, Inc. as Joint Lead Arrangers, and Credit Suisse Securities (USA) LLC and Barclays Bank PLC as Joint Bookrunners.

About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (:RHP) is a leading lodging and hospitality real estate investment trust specializing in high-end convention centers and country music entertainment experiences. the main holdings of RHP, Gaylord Opryland Resort & Convention Center; Gaylord Palms Resort and Convention Center; Gaylord Texan Resort and Convention Center; Gaylord National Resort & Convention Center; and Gaylord Rockies Resort & Convention Center, are five of the ten largest non-gaming convention center hotels in the United States based on total indoor meeting space. These convention centers operate under the Gaylord Hotels brand and are managed by Marriott International. RHP also owns two adjacent ancillary hotels and a small number of attractions managed by Marriott International for a combined total of 10,412 rooms and over 2.8 million square feet of indoor and outdoor meeting space at major convention destinations. and recreation across the country. RHP’s Entertainment segment includes a growing collection of iconic and emerging country music brands, including the Grand Ole Opry; Ryman Auditorium, WSM 650 AM; Ole Red and Circle, a country lifestyle media network that RHP owns in joint venture with Gray Television, Marriott-operated Nashville-area attractions, and Block 21, a mixed-use entertainment, lodging, offices and retail, including the W Austin Hotel and ACL Live at the Moody Theater in downtown Austin, Texas. RHP operates its Entertainment segment as a taxable REIT subsidiary. Visit RymanHP.com for more information.

About Atairos
Atairos is an independent private company focused on supporting growth-oriented businesses across a wide range of industries. Atairos offers a unique combination of active strategic partnership and long-term patient capital to high-potential companies and their management teams. Atairos was launched in 2016 and has approximately $6 billion in equity. Atairos has offices in New York, Philadelphia and London. For more information, please visit www.atairos.com

Caution Regarding Forward-Looking Statements
This press release contains statements about RHP’s beliefs and expectations regarding the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of such statements include, but are not limited to, statements regarding RHP’s expectations regarding the strategic investment by Atairos and NBCUniversal in OEG and RHP’s intended use of the net proceeds received from the recapitalization of OEG and strategic investment by Atairos and NBCUniversal. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including, but not limited to, risks and uncertainties associated with RHP’s ability to capitalize on opportunities existing and new related to OEG and RHP. the hotel business of the group, the occurrence of any event, change or other circumstance that may limit RHP’s ability to capitalize on existing and new opportunities related to the hotel business of the OEG group or RHP, and the adverse effects on the ordinary shares of RHP due to an inability to capitalize on existing assets and new opportunities related to OEG’s or RHP’s group hospitality business. Other factors that could cause actual results to differ from RHP’s beliefs and expectations regarding the outcome of future events are described in documents filed from time to time by RHP with the US Securities and Exchange Commission. United States and include the risk factors and other risks and uncertainties. described in RHP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent filings. Except as required by law, RHP undertakes no obligation to release revisions to any forward-looking statements it has made to reflect events or circumstances after the date hereof or the occurrence of unforeseen events.

Investor Relations Contacts: Media contacts:
Marc Fioravanti, President Shannon Sullivan, Vice President of Corporate and Brand Communications
Ryman Hospitality Properties, Inc. Ryman Hospitality Properties, Inc.
(615) 316-6588 (615) 316-6725
[email protected] [email protected]
~or~ ~or~
Jennifer Hutcheson, Chief Financial Officer Robert Winters
Ryman Hospitality Properties, Inc. Alpha IR Group
(615) 316-6320 (929) 266-6315
[email protected] [email protected]
~or~ ~or~
Todd Siefert, SVP Finance & Treasurer Jared Levy or Ben Spicehandler
Ryman Hospitality Properties, Inc. FGS Global (Sard Verbinnen and Co)
(615) 316-6344 (212) 687-8080
[email protected] [email protected]

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