ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Indenture
On September 19, 2019, Ryman Hospitality
Properties, Inc., a Delaware corporation (the “Company”), its subsidiaries RHP Hotel Properties, LP, a Delaware limited
partnership (the “Operating Partnership”), and RHP Finance Corporation (together with the Operating Partnership, the
“Issuers”), and certain other of its subsidiaries named as guarantors (each such subsidiary and the Company individually,
a “Guarantor” and collectively, the “Guarantors”) entered into an indenture with U.S. Bank National Association,
as trustee, (the “Indenture”) pursuant to which the Issuers issued $500 million aggregate principal amount of 4.750%
Senior Notes due 2027 (the “Notes”), which are guaranteed by the Guarantors (the “Guarantees”).
The Notes are general unsecured senior
obligations of the Issuers, ranking equal in right of payment with existing and future senior unsecured indebtedness, including
$350 million in aggregate principal amount of the Issuers’ 5.00% senior unsecured notes due 2021, $400 million in aggregate
principal amount of the Issuers’ 5.00% senior unsecured notes due 2023, and senior in right of payment to any future subordinated
indebtedness. The Notes will be effectively junior to any of the Issuers’ secured indebtedness to the extent of the value
of the assets securing such indebtedness, including the Company’s existing credit facility, and structurally subordinated
to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the Notes. The
Guarantees rank equally in right of payment with the applicable Guarantor’s existing and future senior unsecured indebtedness
and senior in right of payment to any future subordinated indebtedness of such Guarantor. The Notes are effectively junior to any
secured indebtedness of any Guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated
to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the Notes.
Interest on the Notes
will be payable on April 15 and October 15 of each year, beginning on April 15, 2020, with the Notes maturing on
October 15, 2027. The Issuers may redeem the Notes before October 15, 2022, 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 Notes will be redeemable, in whole or in part, at any time on or after October 15,
2022 at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid
interest thereon to, but not including, the redemption date, if redeemed during the 12-month period beginning on October 15
of each of the years indicated below:
Year
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Percentage
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2022
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103.563
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%
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2023
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102.375
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%
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2024
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101.188
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%
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2025 and thereafter
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100.000
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%
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In addition, the Issuers may redeem up
to 40% of the Notes at any time prior to October 15, 2022 with the cash proceeds of certain equity offerings at a redemption price
equal to 104.750% of the principal amount plus accrued and unpaid interest to, but not including, the redemption date. However,
the Issuers may only make such redemptions if at least 60% of the original aggregate principal amount of the Notes issued under
the Indenture remains outstanding immediately after the occurrence of such redemption. 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 purchase some or all
of the Notes at 101% of their principal amount, plus accrued and unpaid interest up to, but not including, the repurchase date.
The terms of the Indenture restrict the
ability of the Company and certain of its subsidiaries to borrow money, create liens on assets, make distributions and pay dividends
on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements
that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of debt,
and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications
set forth in the Indenture.
The Indenture provides
for customary events of default which include (subject in certain cases to grace and cure periods), among others: nonpayment of
principal or interest or premium; breach of covenants or other agreements in the Indenture; defaults in failure to pay certain
other indebtedness; the failure to pay certain final judgments; and certain events of bankruptcy, insolvency or reorganization.
Generally, if an event of default occurs and is continuing under the Indenture, either the trustee or the holders of at least 25%
in aggregate principal amount of the Notes then outstanding may declare the principal amount plus accrued and unpaid interest on
the Notes to be immediately due and payable.
The foregoing description does not purport
to be complete and is qualified in its entirety by reference to the Indenture including the form of Note attached thereto which
are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference herein.
Registration Rights Agreement
In connection with the issuance of the
Notes and the Guarantees, the Company entered into a registration rights agreement dated September 19, 2019 (the “Registration
Rights Agreement”) among the Company, the Issuers, the Guarantors and Deutsche Bank Securities Inc. as representative of
the initial purchasers (the “Initial Purchasers”). The terms of the Registration Rights Agreement require the Company,
the Issuers and the Guarantors to use commercially reasonable efforts to (i) file a registration statement with the Securities
and Exchange Commission with respect to a registered offer to exchange the Notes for new notes registered under the Securities
Act of 1933, as amended, with terms substantially identical in all material respects to those of the Notes (except that the new
notes will not contain terms with respect to transfer restrictions or provide for the payment of additional interest) and consummate
such exchange on or before the 365th day after September 19, 2019 and (ii) under certain circumstances, file a shelf registration
statement with respect to resales of the Notes.
The Registration Rights Agreement provides
that if a “registration default” (as defined in the Registration Rights Agreement) occurs, then additional interest
shall accrue on the principal amount of the Notes that are “registrable notes” (as defined in the Registration Rights
Agreement) at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent
90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues
may in no event exceed 1.0% per annum).
The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which
is attached hereto as Exhibit 4.3 and is incorporated herein by reference.
Certain Relationships
Affiliates of certain of the Initial Purchasers
act as lenders and/or agents under the Company’s credit facility and hold the Issuers’ 5.00% senior unsecured notes
due 2021 and 5.00% senior unsecured notes due 2023.