RYMAN HOSPITALITY PROPERTIES, INC. (NYSE:RHP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On May23, 2017, Ryman Hospitality Properties, Inc. (the Company),
entered into an Amendment No.1 to Fifth Amended and Restated
Credit Agreement (the Amendment) among the Company, as a
guarantor, its subsidiary RHP Hotel Properties, LP (the
Borrower), as borrower, certain other subsidiaries of the Company
party thereto, as guarantors (the Guarantors), certain
subsidiaries of the Company party thereto, as pledgors, the
lenders party thereto and Wells Fargo Bank National Association,
as administrative agent, which amends the Companys Fifth Amended
and Restated Credit Agreement dated as of May11, 2017 (the
Amended Credit Agreement). This Amendment was contemplated by the
May11, 2017 amendment and restatement, which refinanced the
Companys Term Loan B, as previously disclosed.
to the Amendment, the Borrower extended the maturity of its
$700.0 million revolving credit facility (the Revolver) to May23,
2021 and borrowings thereunder bear interest at an annual rate
equal to, at the Borrowers option, either (a)a LIBO rate
determined by the reference to the costs of funds for U.S. dollar
deposits for the interest period relevant to such borrowing,
subject to statutory reserves and a LIBO rate floor of 0.00%,
plus the applicable margin ranging from 1.55% to 2.40%, dependent
upon the Companys funded debt to total asset value ratio or (b)a
base rate determined by reference to the higher of (1)the
interest rate announced from time to time by Wells Fargo Bank
National Association as its prime rate, (2)the federal funds
effective rate plus 1.50% and (3)a LIBO rate determined by the
costs of funds for U.S. dollar deposits for a one-month interest
period plus 1.00%, subject to statutory reserves, and in any
case, plus the applicable margin ranging from 0.55% to 1.40%,
dependent on the same ratio. No additional revolving credit
advances were made at closing.
The Amendment also provides for the funding of a new senior
secured term loan A facility in the original principal amount of
$200.0 million (the Term Loan A). At closing, the proceeds of the
Term Loan A facility were used to repay a portion of the
outstanding balance of the Revolver. The Term Loan A is payable
in full at its maturity date of May23, 2022. Amounts borrowed
under the Term Loan A that are repaid or prepaid may not be
reborrowed. Borrowings under the Term Loan A bear interest at an
annual rate equal to, at the Borrowers option, either (a)a LIBO
rate determined by the reference to the costs of funds for U.S.
dollar deposits for the interest period relevant to such
borrowing, subject to statutory reserves and a LIBO rate floor of
0.00%, plus the applicable margin ranging from 1.50% to 2.35%,
dependent upon the Companys funded debt to total asset value
ratio or (b)a base rate determined by reference to the higher of
(1)the interest rate announced from time to time by Wells Fargo
Bank National Association as its prime rate, (2)the federal funds
effective rate plus 1.50% and (3)a LIBO rate determined by the
costs of funds for U.S. dollar deposits for a one-month interest
period plus 1.00%, subject to statutory reserves, and in any
case, plus the applicable margin ranging from 0.50% to 1.35%,
dependent on the same ratio.
Consistent with the Revolver, the Term Loan A:
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is guaranteed by the Company, each of its four wholly-owned subsidiaries that own the Gaylord Hotels-branded properties, and certain other subsidiaries of the Company; |
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is secured by (i)a first mortgage lien on the real property of each of the Companys Gaylord Hotels properties, (ii)pledges of equity interests in the subsidiaries of the Company that own the Gaylord Hotels properties, (iii)the personal property of the Company, the Borrower and the Guarantors and (iv)all proceeds and products from the Companys Gaylord Hotels Properties. Amounts drawn on the Term Loan A are subject to a 55.00% borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50.00% in the event a hotel property is sold); |
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is subject to certain covenants contained in the Amended Credit Agreement, which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements; |
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is subject to the events of default provided for in the Amended Credit Agreement. If an event of default shall occur and be continuing, the principal amount outstanding under the Term Loan A, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. |
Certain of the lenders under the Amended Credit Agreement or
their affiliates have provided, and may in the future provide,
certain commercial banking, financial advisory, and investment
banking services in the ordinary course of business for the
Company, its subsidiaries and certain of its affiliates, for
which they receive customary fees and commissions.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under Item1.01 above is incorporated by
reference into this Item2.03.
Item 8.01. Other Events.
On May 23, 2017, the Company issued a press release announcing
the entry into the Amendment. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |
| 10.1 |
Amendment No. 1 to Fifth Amended and Restated Credit Agreement among Ryman Hospitality Properties, Inc., as a guarantor, RHP Hotel Properties, LP, as borrower, certain other subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as guarantors, certain subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank National Association, as administrative agent |
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| 99.1 | Press Release dated May 23, 2017 |
RYMAN HOSPITALITY PROPERTIES, INC. (NYSE:RHP) Recent Trading Information
RYMAN HOSPITALITY PROPERTIES, INC. (NYSE:RHP) closed its last trading session up +0.35 at 64.48 with 183,520 shares trading hands.
