UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 2.01. | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
On June 10, 2025, a subsidiary of Ryman Hospitality Properties, Inc. (the “Company”), RHP Property AR, LLC (“Buyer”), completed the previously announced purchase of the JW Marriott Phoenix Desert Ridge Resort & Spa located in Phoenix, Arizona (collectively, the “Desert Ridge Acquisition”), pursuant to an Agreement of Purchase and Sale (the “Purchase Agreement”) with DRPhoenix Hotel Owner LLC. The aggregate purchase price paid by Buyer was approximately $865 million, which was funded with the net proceeds of an underwritten registered public offering of 2,990,000 shares of common stock of the Company at a public offering price of $96.20 per share, which closed on May 21, 2025, and a private placement of $625 million aggregate principal amount of 6.500% senior notes due 2033, which closed on June 4, 2025.
The foregoing description of the Purchase Agreement and the transactions pursuant thereto does not purport to be and is not complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2025, and is incorporated herein by reference.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On June 10, 2025, the Company issued a press release announcing the closing of the Desert Ridge Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference herein or in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| 99.1 | Press Release of Ryman Hospitality Properties, Inc. dated June 10, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 10, 2025 | By: | /s/ Scott J. Lynn |
| Name: | Scott J. Lynn | |
| Title: | Executive Vice President, General Counsel and Secretary | |