Ryman Hospitality Properties, Inc. Announces Strategy

NASHVILLE, Tenn., April 04, 2022 (GLOBE NEWSWIRE) — Ryman Hospitality Properties (NYSE: RHP) (“RHP”), a leading accommodations and hospitality real estate investment trust specializing in high-end convention and country music entertainment experiences, and Atairos, an independent strategic investment firm focused on supporting growth-oriented businesses, today announced that Atairos, together with its long-term strategic partner NBCUniversal, will acquire a 30% minority stake in RHP’s subsidiary, OEG Attractions Holdings LLC, which directly or indirectly owns the assets that make up Opry Entertainment Group (“OEG”). Atairos’ investment values ​​OEG at $1.415 billion, including OEG’s previously announced acquisition of Block 21 (which remains subject to certain closing conditions and is expected to close before June 1, 2022). Atairos has agreed to invest an additional $30 million in OEG, subject to meeting certain performance targets, which would bring OEG’s valuation to $1.515 billion. The initial valuation of $1.415 billion includes a recapitalization of OEG with a new $300 million B term loan and the assumption of a $137 million CMBS facility for Block 21 at the end of this deal. Atairos and NBCUniversal’s initial 30% investment in OEG will be approximately $293 million, of which Atairos is directly investing approximately $278 million and NBCUniversal will directly invest up to approximately $15 million.

Colin Reed, President and CEO of Ryman Hospitality Properties, said, “Over the past decade, we have shared our excitement about the bright future of our entertainment business and the significant value-creation opportunities that now exist. as we expand our reach nationally and transition from OEG to an integrated country lifestyle platform.

In June 2021, given the unsolicited interest we had received, we embarked on a formal process to identify a strategic partner who shares our vision of growing OEG to a position where they can operate independently of our core business of hospitality while allowing our shareholders to participate in the significant benefit that awaits us for OEG.

Atairos and NBCUniversal have a great appreciation for the legendary assets under our stewardship and we are aligned to protect and nurture them for future generations of music lovers to enjoy. We view this partnership as an important opportunity to strengthen these beloved institutions and cement their influence on American music culture. We remain focused on creating long-term sustainable value for our shareholders as we seek new ways to connect artists and fans through unique experiences. »

Michael Angelakis, Chairman and CEO of Atairos, said, “OEG’s dynamic collection of entertainment venues, digital content and iconic country music brands provides a solid foundation for continued growth as a style platform. fully integrated country living. We are delighted to partner with the RHP and OEG teams to explore new content distribution strategies and support their ambition to become the leading player in live entertainment and country lifestyle multimedia content.

David Pietrycha, Executive Vice President, Strategy and Business Development at NBCUniversal, added, “We are delighted to invest in OEG alongside our strategic partner Atairos. We look forward to exploring opportunities to leverage our expertise in media, technology and content creation to help OEG accelerate its plans and bring its iconic brands, as well as artists and historic cities, to music lovers around the world.

Additional Transaction Details
Following the transaction, RHP will retain a 70% controlling interest in OEG. Colin Reed will serve as Executive Chairman of OEG in addition to his responsibilities as President and CEO of RHP. As part of the investment, Atairos will enter into an LLC agreement with RHP and OEG upon closing of the investment, pursuant to which, among others, Atairos Partners Alex Evans and Jackson Phillips will join OEG’s Board of Directors, which will be composed of four RHP administrators and two Atairos administrators.

The transaction, which is subject to customary conditions, is expected to close in the second quarter of 2022. Upon closing, RHP expects to receive gross proceeds from the transaction of approximately $593 million, comprised of the Atairos investment and NBCUniversal and borrowings from a new $300 million Term Loan B. facility secured by OEG assets. RHP plans to use this proceeds to pay transaction costs, repay in full its $300 million Term Loan A and substantially all outstanding borrowings under its revolving credit facility, thereby reducing the effect leverage and creating balance sheet flexibility to allow RHP to pursue continuous reinvestment in its business.

Advisors
Morgan Stanley & Co. LLC is the financial advisor, Bass, Berry & Sims PLC is the legal advisor and Skadden, Arps, Slate, Meagher & Flom LLP is the tax advisor to RHP. Moelis & Company LLC is acting as financial advisor and Davis Polk & Wardwell LLP as legal advisor to Atairos. Commitment funding for this transaction has been secured from JPMorgan Chase Bank, NA and Morgan Stanley Senior Funding, Inc.

A note to shareholders of Ryman Hospitality Properties, Inc.:
For more information on this acquisition, please visit http://ir.rymanhp.com and click on Presentations and Transcripts, where RHP has published an investor supplement providing an overview of the transaction, which introduces Atairos and describes the announced strategic investment. Please note that our website is provided as an inactive textual reference and information on our website is not incorporated by reference into this release.

Ryman Hospitality Properties will hold a conference call to discuss this transaction on Tuesday, April 5, 2022 at 10:00 a.m. ET. To participate in the conference call, please dial 888-632-3384 and use conference ID: 6355412. The call will be available for replay until April 12, 2022, and by dialing 800-938-0996, a Conference ID is not required. This call is also being webcast and can be viewed on the Ryman Hospitality Properties Investor Relations website at http://ir.rymanhp.com.

About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading accommodations and hospitality real estate investment trust specializing in upscale convention centers and country music entertainment experiences. RHP’s Opry Entertainment group includes a growing collection of iconic and emerging country music brands that we operate, including the Grand Ole Opry; Ryman Auditorium, WSM 650 AM; Ole Red and a 50% stake in Circle, a country lifestyle media network that RHP owns in joint venture with Gray Television; as well as other Nashville area attractions operated by Marriott. RHP operates Opry Entertainment Group as a taxable REIT subsidiary. RHP’s top holdings, Gaylord Opryland Resort & Convention Center, Gaylord Palms Resort & Convention Center, Gaylord Texan Resort & Convention Center, Gaylord National Resort & Convention Center and Gaylord Rockies Resort & Convention Center are five of the top 10 non-business related conventions. game 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. 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, 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 the pending acquisition of Block 21, the proposed investment by Atairos and NBCUniversal in OEG, and the expected benefits of the proposed investment in OEG. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with the occurrence of any event, change or other circumstance that could delay the closing of the Block 21 acquisition or the proposed investment in OEG, or result in the termination of the agreement to acquire Block 21 or the proposed investment in OEG. Other factors that could cause results to differ are described in RHP’s filings from time to time with the United States Securities and Exchange Commission (SEC) and include the risk factors and other risks and uncertainties described in the report. Annual RHP on Form 10-K. for the fiscal year ended December 31, 2021, and its Quarterly Reports on Form 10-Q and subsequent filings. RHP undertakes no obligation to publicly release any revisions to any forward-looking statements it has made to reflect events or circumstances occurring after the date hereof or the occurrence of unforeseen events.

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

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