Core Viewpoint - Ryman Hospitality Properties, Inc. has announced an upsized public offering of common stock to fund a portion of the acquisition of JW Marriott Phoenix Desert Ridge Resort & Spa, with the offering size increased from 2.3 million shares to 2.6 million shares at a price of $96.20 per share [1][2]. Group 1: Offering Details - The offering will consist of 2,600,000 shares of common stock, with an additional 30-day option for underwriters to purchase up to 390,000 more shares [1]. - The expected closing date for the offering is around May 21, 2025, subject to customary closing conditions [1]. - The offering is being conducted under the Company's shelf registration statement on Form S-3, which became effective on June 5, 2023 [4]. Group 2: Use of Proceeds - The net proceeds from the offering will be contributed to RHP Hotel Properties, LP, and will primarily fund a portion of the approximately $865 million purchase price for the Desert Ridge Acquisition [2]. - Any remaining funds from the offering will be allocated for general corporate purposes if the Desert Ridge Acquisition does not close [2]. Group 3: Underwriters - Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities are acting as active joint book-running managers for the offering [3]. - Other bookrunners include Deutsche Bank Securities, BTIG, Credit Agricole CIB, Scotiabank, SMBC Nikko, and Raymond James [3]. Group 4: Company Overview - Ryman Hospitality Properties, Inc. is a leading lodging and hospitality real estate investment trust specializing in upscale convention center resorts and entertainment experiences [6]. - The Company owns several major properties, including Gaylord Opryland Resort & Convention Center and JW Marriott San Antonio Hill Country Resort & Spa, totaling 11,414 rooms and over 3 million square feet of meeting space [6][7].

Core Viewpoint - Ryman Hospitality Properties, Inc. has initiated a public offering of 2,300,000 shares of common stock to fund a portion of the acquisition of the JW Marriott Phoenix Desert Ridge Resort & Spa, with a total purchase price of approximately $865 million [1][2]. Group 1: Offering Details - The company plans to grant underwriters a 30-day option to purchase up to 345,000 additional shares [1]. - The net proceeds from the offering will be directed to RHP Hotel Properties, LP, which will use the funds for the Desert Ridge Acquisition and related expenses [2]. - The offering is not contingent upon the completion of the Desert Ridge Acquisition and will occur beforehand [2]. Group 2: Financial Structure - The remaining balance of the Desert Ridge Acquisition will be financed through a combination of cash on hand and debt, which may include borrowings from the revolving credit facility, unsecured debt financing, or the assumption of an existing secured loan [2]. - The offering is being conducted under the company's shelf registration statement, which became effective upon filing with the SEC [4]. Group 3: Management and Underwriters - Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities are acting as joint book-running managers for the offering [3]. - The offering is subject to market conditions, and there is no assurance regarding its completion or final terms [3]. Group 4: Company Overview - Ryman Hospitality Properties, Inc. is a leading lodging and hospitality real estate investment trust specializing in upscale convention center resorts and entertainment experiences [6]. - The company owns several major properties, including Gaylord Opryland Resort & Convention Center and JW Marriott San Antonio Hill Country Resort & Spa, totaling 11,414 rooms and over 3 million square feet of meeting space [6].

Core Viewpoint - Ryman Hospitality Properties, Inc. has announced a definitive agreement to acquire the JW Marriott Phoenix Desert Ridge Resort & Spa for $865 million, which is expected to enhance long-term customer and shareholder value [1][2]. Acquisition Details - The acquisition price of $865 million represents a 12.7x Adjusted EBITDAre multiple based on the property's 2024 results [1]. - The acquisition is anticipated to be accretive to Adjusted FFO per fully diluted share for the year 2026 [1]. - The transaction is expected to close in the second or third quarter of 2025, subject to customary closing conditions [4]. Property Overview - JW Marriott Desert Ridge is situated on approximately 402 acres and features 950 guest rooms, including 81 suites, and around 243,000 square feet of meeting and event space [3]. - The resort includes amenities such as a 28,000-square-foot spa, seven dining options, a large water amenity, and two golf courses [3]. - The property has recently undergone nearly $100 million in capital investments, enhancing its facilities and guest experience [3]. Market Context - Phoenix is a top 10 meetings market in North America, with strong leisure demand and no new competitive supply under development [4]. - The city is served by Phoenix-Sky Harbor Airport, which is the 14th busiest in the U.S. and has plans for further expansion [4]. Strategic Fit - The acquisition aligns with the company's strategy to expand its portfolio of group-focused assets and is expected to create operating synergies with existing properties [2][3]. - The company has expressed confidence in the strength of forward bookings and the durability of its group business model, citing previous successful acquisitions [2].

Core Points - Ryman Hospitality Properties, Inc. (RHP) will present at the 2025 REITweek Conference in New York on June 4, 2025, at 11:45 a.m. ET, with CEO Mark Fioravanti participating in an analyst-led roundtable discussion [1] - The presentation will be available via webcast on RHP's investor relations website, with a replay accessible for 30 days for those unable to attend live [2] - RHP specializes in upscale convention center resorts and entertainment experiences, owning five of the top seven largest non-gaming convention center hotels in the U.S. based on total indoor meeting space [3] Company Overview - RHP's portfolio includes 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, totaling 11,414 rooms and over 3 million square feet of meeting space [3] - The company holds a 70% controlling interest in Opry Entertainment Group, which includes iconic country music brands and venues such as the Grand Ole Opry and Ryman Auditorium [3] - RHP operates its entertainment segment through a taxable REIT subsidiary, consolidating its results in the company's financials [3]

Core Insights - Gabelli Funds will host its 17th Annual Media & Entertainment Symposium on June 5, 2025, at the Harvard Club in New York City, focusing on industry dynamics, current trends, and business fundamentals [1] - The symposium will include discussions on Sports Investing, Media & Telecom Regulatory issues, and Advertising Panels, providing a platform for attendees to engage with leading companies in the media ecosystem [1][3] - A webcast option will be available for those unable to attend in person, ensuring broader access to the discussions and insights shared during the event [1] Presenting Companies - Notable companies participating in one-on-one meetings include Atlanta Braves Holdings, AMC Networks, Lionsgate Studios, Churchill Downs, Nexstar Media Group, Genius Sports, Reservoir Media, Gray Television, Rogers Communications, Live Nation Entertainment, Sinclair Inc., Sportradar Group, TEGNA Inc., TKO Group, and The E.W. Scripps Company [2] Panel Discussions - The symposium will feature several panel discussions, including "Sports Investing: Ways to Play," a TV Bureau of Advertising (TVB) Panel, and a Media & Telecom Regulatory Expert Session led by former FCC Commissioner Rob McDowell [3]

Core Viewpoint - Ryman Hospitality Properties has declared a second quarter cash dividend of $1.15 per share, to be paid on July 15, 2025, to stockholders of record as of June 30, 2025 [1] Group 1: Company Overview - Ryman Hospitality Properties, Inc. is a leading lodging and hospitality real estate investment trust (REIT) specializing in upscale convention center resorts and entertainment experiences [2] - The company owns five of the top seven largest non-gaming convention center hotels in the U.S., including Gaylord Opryland Resort & Convention Center and Gaylord Palms Resort & Convention Center, with a total of 11,414 rooms and over 3 million square feet of meeting space [2] - Ryman Hospitality Properties has a 70% controlling interest in Opry Entertainment Group, which includes iconic country music brands and various entertainment venues [2]

Core Viewpoint - Ryman Hospitality Properties, Inc. is a leading lodging and hospitality real estate investment trust focusing on upscale convention center resorts and country music entertainment experiences, recently updating its investor presentation [1]. Company Overview - Ryman Hospitality Properties, Inc. specializes in upscale convention center resorts and entertainment experiences, owning five of the top seven largest non-gaming convention center hotels in the U.S. based on total indoor meeting space [2]. - The company's hotel portfolio includes 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, totaling 11,414 rooms and over 3 million square feet of meeting space [2]. - Ryman Hospitality Properties also holds a 70% controlling interest in Opry Entertainment Group, which includes iconic country music brands and various entertainment venues [2].

Company Overview - Ryman Hospitality Properties operates as a REIT, focusing on group-oriented, destination hotel assets with a total of 9,917 rooms across five upscale resorts managed by Marriott under the Gaylord Hotels brand[72]. - Ryman owns a controlling approximate 70% equity interest in the Opry Entertainment Group, which includes various entertainment and media assets[74]. Financial Performance - Total revenues for the three months ended March 31, 2025, increased by 11.2% to $587,280, compared to $528,345 in the same period in 2024[95]. - Operating income improved by 20.5% to $116,121 for the three months ended March 31, 2025, compared to $96,381 in 2024[95]. - Net income increased by 47.4% to $63,014 for the three months ended March 31, 2025, compared to $42,761 in 2024[95]. - Hospitality segment revenues rose by 7.9% to $497,730 for the three months ended March 31, 2025, compared to $461,470 in 2024[103]. - Total revenue for the Hospitality segment increased by 6.1% to $110,178,000 in Q1 2025 compared to $103,835,000 in Q1 2024[110]. - Operating income for Gaylord Opryland rose by 21.2% to $30,098,000 in Q1 2025, up from $24,825,000 in Q1 2024[110]. - Gaylord National's total revenue surged by 18.4% to $80,829,000 in Q1 2025, compared to $68,274,000 in Q1 2024[111]. - The Entertainment segment's revenues increased by 33.9% to $89,550,000 in Q1 2025, up from $66,875,000 in Q1 2024[113]. - Operating income for the Entertainment segment grew by 68.8% to $10,316,000 in Q1 2025, compared to $6,112,000 in Q1 2024[113]. - Net income available to common stockholders per share increased by 49.3% to $1.00 for the three months ended March 31, 2025, compared to $0.67 in 2024[95]. Capital Expenditures and Investments - In 2024, Ryman completed a $98 million multi-year enhancement project at Gaylord Rockies and identified over $1 billion in capital investment opportunities across its hotel portfolio, expected to be completed in phases through 2027[80]. - The company has invested approximately $112.7 million in capital expenditures to enhance its existing properties[82]. - Capital expenditures for Q1 2025 totaled $112.7 million, primarily for renovations and developments at Gaylord Opryland[138]. - The company anticipates capital expenditures between $235 million and $335 million for the remainder of 2025[143]. Debt and Financing - The company has a $700 million revolving credit facility and a senior secured term loan B with an original principal amount of $500 million, reduced to $295 million as of March 28, 2024[149]. - As of March 31, 2025, there were no amounts outstanding under the revolving credit facility, with $700 million available[156]. - The term loan B has a maturity date of May 18, 2030, with $292.1 million in borrowings outstanding as of March 31, 2025[160]. - The company issued $1 billion in aggregate principal amount of 6.50% senior notes due 2032, with net proceeds totaling approximately $983 million[163]. - The company used a portion of the net proceeds from the senior notes to prepay $200 million under the term loan B[163]. - The company must maintain a consolidated net leverage ratio of not greater than 6.50x and a consolidated fixed charge coverage ratio of not less than 1.50x[151]. - The maturity date of the revolving credit facility is May 18, 2027, with options for extensions[154]. - The interest rate on the term loan B was Term SOFR plus 2.00% as of March 31, 2025[160]. - The company has no debt maturities until May 2027, allowing for potential refinancing before maturity[145]. - The Company completed a private placement of $600 million in aggregate principal amount of 4.50% senior notes due 2029, with a maturity date of February 15, 2029, and interest payable semi-annually[170]. - The Company also completed a private placement of $400 million in aggregate principal amount of 7.25% senior notes due 2028, with a maturity date of July 15, 2028, and interest payable semi-annually[172]. - As of March 31, 2025, the outstanding amount under the 2024 OEG Term Loan was $428.5 million, and $12.0 million was outstanding under the OEG Revolver[180]. - Estimated interest obligations through 2029 are projected to be $785 million, with $153.5 million for the remainder of 2025 and $197.7 million in 2026[185]. - At March 31, 2025, 85% of the Company's outstanding debt is fixed-rate debt, which helps mitigate the impact of increased interest rates[188]. - The Company assumed a $136 million Block 21 CMBS Loan, with $128.2 million outstanding as of March 31, 2025, which was defeased in full in April 2025[183]. - The 2024 OEG Credit Agreement includes a senior secured term loan facility of $300 million and a revolving credit facility not exceeding $80 million[178]. Cash Flow and Distributions - Net cash flows provided by operating activities increased significantly to $98.2 million in Q1 2025 from $7.5 million in Q1 2024[136][137]. - Cash distributions paid in Q1 2025 amounted to $70.3 million, similar to $67.1 million in Q1 2024[140][141]. - Unrestricted cash at March 31, 2025, was $413.9 million, with an additional $763.0 million available for borrowing[142]. - FFO available to common stockholders and unit holders increased to $122.902 million in Q1 2025 from $98.473 million in Q1 2024[135]. Operational Metrics - Key performance indicators for the hospitality segment include hotel occupancy, average daily rate (ADR), revenue per available room (RevPAR), and total revenue per available room (Total RevPAR)[89]. - Average Daily Rate (ADR) increased by 5.6% to $264.40 in the three months ended March 31, 2025, compared to $250.48 in 2024[100]. - Occupancy rate improved by 3.0 percentage points to 69.7% for the three months ended March 31, 2025, compared to 66.7% in 2024[103]. - Group room nights on the books for future years at March 31, 2025, are 5.0% higher than the same point in 2024, with estimated ADR also up by 5.6%[102]. Strategic Goals - Ryman's long-term growth strategy includes acquisitions or developments of hotels, particularly in the group meetings sector, with a focus on assets with over 400 hotel rooms in urban and resort markets[79]. - Ryman's strategic goal is to be the nation's premier hospitality REIT for group-oriented meeting hotel assets in urban and resort markets[77]. Accounting and Risk Management - The company prepares its financial statements in accordance with GAAP, applying significant judgment in accounting policies related to asset impairment and credit losses[192]. - No newly identified critical accounting policies were reported in the first three months of 2025, nor were there material changes to existing policies[194]. - There have been no material changes in the company's quantitative and qualitative market risks since December 31, 2024[195].

Financial Data and Key Metrics Changes - The company reported a consolidated revenue increase of 11% year over year, with adjusted EBITDAre rising by 15% and AFFO per fully diluted share increasing by 28% [16][17]. - Hospitality segment achieved record first quarter revenue and adjusted EBITDAre, driven by RevPAR and total RevPAR growth of 109% [18]. - ADR reached a first quarter record of $264, up nearly 6% compared to the previous year [18]. Business Line Data and Key Metrics Changes - The Hospitality segment's revenue and adjusted EBITDAre were significantly boosted by a strong performance in both group and transient segments, with outside room spending from group customers slightly exceeding expectations [19]. - The Entertainment segment generated a revenue growth of 34% year over year, with adjusted EBITDAre increasing by 35% [18]. Market Data and Key Metrics Changes - Gross group room nights booked for future years increased by 10% year over year, particularly strong for 2026 and 2027, which saw increases of 133% and 135% respectively [22]. - The company noted a decline in consumer confidence but maintained strong performance in the hospitality segment, with leisure transient customers also showing a 3% year-over-year increase in demand and ADR [19][20]. Company Strategy and Development Direction - The company is focusing on long-term value creation while managing short-term dynamics, emphasizing the importance of its diversified customer base to mitigate fluctuations during uncertain times [13][26]. - The company is actively managing its capital deployment program and has identified new growth projects, including a ten-year contract to manage the Ascend Amphitheater in Nashville [24][25]. Management's Comments on Operating Environment and Future Outlook - Management expressed caution regarding the near-term outlook due to economic uncertainties, particularly related to government business, but remains optimistic about long-term growth [10][12]. - The company has slightly modified its full-year guidance for hospitality RevPAR and total RevPAR, reflecting anticipated weaker group business volumes [27][28]. Other Important Information - The company ended the first quarter with $414 million in unrestricted cash and a total available liquidity of approximately $1.2 billion [31]. - Capital expenditures expectations for 2025 have been lowered to a range of $350 million to $450 million, based on updated construction timelines [34]. Q&A Session Summary Question: How short-term is the hesitancy being seen in bookings? - Management noted that while there is uncertainty, recent lead volumes showed improvement from a 50% decline in March to only 8% in April, indicating a positive trend [36][38]. Question: What are the costs that allow the company to maintain EBITDA guidance despite lower RevPAR? - The company has implemented profit improvement plans amounting to $28 million to $30 million, which have been effective in safeguarding margins [45][46]. Question: Can you elaborate on the strategy behind the acquisition of Southern Entertainment? - The acquisition is aimed at increasing the overall opportunity for live venues and enhancing the company's presence in the country music festival space [51][54]. Question: What is the government exposure across the portfolio? - The company indicated that government business is not significant across the portfolio, and stress testing showed confidence in weathering potential cancellations [95][96]. Question: How does the company plan to handle cancellations and rebooking? - Management plans to be more aggressive in collecting cancellation fees while also working with customers to find mutually beneficial solutions [103][104].

Financial Data and Key Metrics Changes - The company reported a consolidated revenue increase of 11% year over year, with adjusted EBITDAre rising by 15% and AFFO per fully diluted share increasing by 28% [15][25]. - Hospitality segment achieved record first quarter revenue and adjusted EBITDAre, driven by RevPAR and total RevPAR growth of 109% year over year [15][16]. - ADR reached a first quarter record of $264, up nearly 6% compared to the previous year [16]. Business Line Data and Key Metrics Changes - The Hospitality segment's revenue and adjusted EBITDAre were driven by strong growth in both group and transient segments, with outside room spending from group customers slightly better than anticipated [17][19]. - The Entertainment segment generated a revenue growth of 34% year over year, with adjusted EBITDAre increasing by 35% [16]. Market Data and Key Metrics Changes - Gross group room nights booked for future years increased by 10% year over year, with significant strength in bookings for 2026 and 2027, which were up 133% and 135% respectively [21]. - The company noted a decline in consumer confidence but highlighted that the consumer segments served continued to show strength in the first quarter [17]. Company Strategy and Development Direction - The company is focusing on long-term value creation while managing short-term dynamics, with a proactive approach to margin management and operational efficiencies [11][24]. - The acquisition of Southern Entertainment is seen as an opportunity to expand the live entertainment segment and enhance brand synergy across venues [53][56]. Management's Comments on Operating Environment and Future Outlook - Management expressed caution regarding the near-term outlook due to economic uncertainties, particularly related to government business and group demand [6][11]. - The company has slightly modified its guidance for hospitality RevPAR and total RevPAR, reflecting expectations of weaker group business volumes compared to previous assumptions [25][27]. Other Important Information - The company ended the first quarter with $414 million in unrestricted cash and a total available liquidity of approximately $1.2 billion [30]. - Capital expenditures expectations for 2025 have been lowered to a range of $350 million to $450 million, based on updated construction timelines [31]. Q&A Session Summary Question: How short-term is the hesitancy being seen in bookings? - Management noted that while there is uncertainty, recent April production numbers showed a marked improvement in lead volumes for in-the-year bookings, indicating a potential recovery [38][39]. Question: What allows the company to maintain EBITDA guidance despite lower RevPAR? - The company has implemented profit improvement plans early in the year, which have helped safeguard margins and maintain guidance [46][48]. Question: Can you elaborate on the strategy behind the acquisition of Southern Entertainment? - The acquisition is aimed at increasing the opportunity set for live venues and enhancing the overall brand experience across different events [53][56]. Question: What is the government exposure across the portfolio? - The company indicated that government business is not a significant portion of its overall bookings, and stress testing showed resilience even if all government business were to cancel [92][93]. Question: How does the company plan to handle cancellations and rebooking? - Management plans to be more aggressive in collecting cancellation fees compared to previous crises, while still working with customers to find mutually beneficial solutions [100][101].