NYSE: RHP Ryman Hospitality Properties, Inc. 8-K

Ryman issues $700M senior notes at 6.25% to fund Grande Lakes resort acquisition

Filed August 25, 2026 · Period ending August 25, 2026 · ~1 min read

Key Changes

high

Issued $700M of 6.250% senior notes due 2035 to fund portion of $1.38B acquisition of JW Marriott and Ritz-Carlton Orlando Grande Lakes resorts; balance funded by recent $686M equity raise and cash on hand.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Notes include special mandatory redemption at par plus accrued interest if Grande Lakes acquisition fails to close, protecting noteholders from alternative use of proceeds.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Company may redeem notes before Aug 2029 at par plus make-whole premium; after that date at declining premiums (103.125% in 2029, 101.563% in 2030, par from 2031).

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Change of control triggers mandatory repurchase offer at 101% of principal plus accrued interest, providing exit liquidity in control-change scenarios.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
low

Notes are general unsecured senior obligations ranking equally with existing senior debt; interest payable semi-annually starting Feb 2027.

Item 2.03 — Creation of a Direct Financial Obligation verify on EDGAR →

Summary

Ryman Hospitality Properties closed a $700 million senior note offering at 6.250% due 2035 to finance its $1.38 billion acquisition of two Orlando luxury resorts: the JW Marriott Orlando Grande Lakes and The Ritz-Carlton Orlando, Grande Lakes.

The company is funding the purchase through a combination of this debt issuance, a recently completed $686 million equity raise (5,865,000 shares at $117.00 per share, closed August 12), and cash on hand. This represents a significant portfolio expansion into the Orlando luxury resort market, adding two high-end properties to Ryman's hospitality holdings. The notes include investor-friendly provisions.

If the Grande Lakes acquisition fails to close, Ryman must redeem the notes at par plus accrued interest, ensuring proceeds are not diverted to other uses. A change of control triggers a mandatory repurchase offer at 101% of principal. The company retains flexibility to refinance: it may call the notes before August 2029 at par plus a make-whole premium, or after that date at declining premiums stepping down to par by 2031. The financing structure balances growth capital needs with reasonable investor protections and manageable refinancing optionality.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~49 words

Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).

1 Added

Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · view on EDGAR →

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. To the extent applicable, the information included above in Item 1.01 is incorporated by reference into this Item 2.03.

The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,300 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

4 Added

Added Grande Lakes acquisition financing high

Added in current filing · verify on EDGAR →

The Operating Partnership intends to use the net proceeds from the Notes offering to fund a portion of the approximately $1.38 billion purchase price to acquire the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida (collectively, the “Grande Lakes Acquisition”) and to pay related fees and expenses. The balance of the purchase price of the Grande Lakes Acquisition will be funded with a combination of the net proceeds of the Company’s underwritten registered public offering of 5,865,000 shares of common stock (which includes the full exercise of the underwriters’ option to purchase additional shares) at the public offering price of $117.00 per share, which closed on August 12, 2026, and cash on hand.

The $700 million note proceeds will fund part of the approximately $1.38 billion acquisition of two Orlando luxury resorts: the JW Marriott Orlando Grande Lakes and The Ritz-Carlton Orlando, Grande Lakes. The remaining purchase price is funded by a recently completed equity offering of 5,865,000 shares at $117.00 per share (closed August 12, 2026) and cash on hand. This represents a major portfolio expansion into the Orlando luxury resort market.

Added Special mandatory redemption provision medium

Added in current filing · verify on EDGAR →

If the Grande Lakes Acquisition is not consummated, the Notes will be redeemed in accordance with a special mandatory redemption at a redemption price equal to 100% of the issue price of the Notes plus accrued and unpaid interest, if any, up to, but excluding, the special mandatory redemption date.

The notes include a special mandatory redemption provision: if the Grande Lakes acquisition does not close, the notes must be redeemed at 100% of issue price plus accrued interest. This protects noteholders from having their capital deployed for purposes other than the stated acquisition.

Added Optional redemption terms medium

Added in current filing · verify on EDGAR →

The Issuers may redeem the Notes at any time prior to August 15, 2029, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The Issuers may redeem the Notes at any time on or after August 15, 2029, in whole or in part, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date, if redeemed during the 12-month period beginning on August 15 of each of the years indicated below: Year Percentage | 2029 103.125 % | 2030 101.563 % | 2031 and thereafter 100.000 %

Before August 15, 2029, Ryman may redeem the notes at par plus a make-whole premium. After that date, redemption prices step down: 103.125% in 2029, 101.563% in 2030, and at par from 2031 onward. The company may also redeem up to 40% of the notes before August 2029 using equity offering proceeds at 106.250% of par, provided at least 60% of the original principal remains outstanding.

Added Change of control protection medium

Added in current filing · verify on EDGAR →

In the event of a Change of Control Triggering Event (as defined in the Indenture) of the Company or the Issuers, the Issuers will be required to offer to repurchase some or all of the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.

If a change of control triggering event occurs, Ryman must offer to repurchase the notes at 101% of principal plus accrued interest. This provides noteholders with liquidity and a modest premium in the event of a corporate control change.