ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.






Investment Agreement

On April 4, 2022, Ryman Hospitality Properties, Inc. (the "Company") and certain of its subsidiaries, including OEG Attractions Holdings, LLC ("OEG"), entered into an Investment Agreement (the "Investment Agreement") with A-OEG Holdings, LLC (the "Investor") and Atairos Group, Inc., pursuant to which OEG will issue and sell to the Investor, and the Investor will acquire, 30% of the equity interests of OEG for approximately $293,000,000, subject to certain adjustments as set forth in the Investment Agreement (the "OEG Transaction"). The purchase price in connection with the OEG Transaction may be increased by $30,000,000 if OEG achieves certain financial objectives in 2023 or 2024. The Investment Agreement contains customary representations, warranties and covenants by OEG, the Investor and the other parties thereto and is subject to customary closing conditions, including the closing of the OEG Financing (as defined below). After the payment of transaction expenses, the Company anticipates using substantially all of the net proceeds from the OEG Transaction, together with the net proceeds the Company receives from the OEG Financing (as defined below), to repay the outstanding balance of the Company's existing $300 million term loan A, and to pay down substantially all borrowings outstanding under the Company's revolving credit facility.

The Company will retain a controlling 70% equity interest in OEG and will continue to consolidate OEG and the other subsidiaries comprising the Company's Entertainment segment (collectively, the "Opry Entertainment Group") in the Company's consolidated financial statements. Opry Entertainment Group will continue to be reported as the Company's Entertainment segment. The OEG Transaction is expected to close in the second quarter of 2022.

The above summary of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Second Amended and Restated Limited Liability Company Agreement for OEG

At the closing contemplated by the Investment Agreement, the Company, the Investor, RHP Hotels, LLC ("Ryman Member"), RHP Hotel Properties, LP, and OEG will enter into a Second Amended and Restated Limited Liability Company Agreement for OEG (the "LLC Agreement"). The LLC Agreement will set forth the members' rights and obligations with respect to the ownership and operation of OEG, including, but not limited to, the following material terms.

Board Representation. OEG will be governed by a Board of Managers (the Board"), subject to member consent to certain actions. The Board will initially consist of six members, four designated by Ryman Member and two designated by the Investor. The Executive Chairman of the Board will initially be appointed by Ryman Member. So long as the Investor may appoint one member to the Board, it will have representation on each Board committee. The Investor's right to Board representation is contingent upon the Investor's ownership of at least 10% of the outstanding units of OEG.

The Board's membership will be modified from time to time to reflect the proportional ownership of outstanding units by Ryman Member and the Investor, and in the event that Ryman Member owns less than 51% of the outstanding units of OEG (whether due to transfer or dilution), Ryman Member and the Investor will renegotiate the governance provisions above to reflect rights appropriate in light of their proportional ownership.

Major Decisions; Member Consent Rights. Subject to certain ownership thresholds, the approval of both Ryman Member and the Investor will be required with respect to the "Major Decisions" set forth below.

So long as the Investor or the Ryman Member owns at least 20% of the outstanding units of OEG, it will have consent rights with respect to (i) the incurrence by OEG of any loan or other debt (including debt-like preferred securities), if such debt is not in conformity with "Permitted Financing Terms" (including designated leverage thresholds), (ii) certain decisions with respect to selecting and compensating the chief executive officer of OEG and the chief financial officer of OEG and (iii) approval of OEG's annual operating budget, provided that (A) if such budget is not approved, then OEG will operate on the prior year's budget, with cost items not increasing by more than 7.5%, and (B) OEG will have the ability to fund on an annual basis certain costs associated with the development of new Ole Red units without Investor approval.

So long as the Investor or the Ryman Member owns at least 10% of the outstanding units of OEG, it will have consent rights with respect to (i) OEG's issuance of new equity securities (other than "Exempt Securities" (generally, management awards issued under an approved plan, shares in an IPO or shares issued in a joint venture transaction or acquisition approved by the Board) or securities to which Ryman Member or the Investor have preemptive rights), (ii) mergers involving OEG (except as subject to Ryman Member's right to cause a Sale of OEG), (iii) any asset or business acquisition or disposition by OEG in excess of $150 million, (iv) OEG's issuance of management equity units in excess of 8% of fully-diluted units, and (v) a change in OEG's U.S. federal income tax classification or the making of any tax election that would materially disproportionately adversely affect the Investor.

So long as the Investor or the Ryman Member owns at least 5% of the outstanding units of OEG, it will have consent rights with respect to (i) certain affiliate . . .

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN


           OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth above under "Amendment No. 5 to Credit Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

ITEM 7.01 regulation FD disclosure.

On April 4, 2022, the Company posted to its website a presentation (the "Presentation") related to the OEG Transaction. The Company will hold a conference call to discuss the Presentation at 10:00 a.m. Eastern Time on April 5, 2022.

In accordance with General Instruction B.2 and B.6 of Form 8-K, the information contained in this Item 7.01 is being furnished under Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.




 ITEM 8.01 Other Events.




Commitment Letter

On April 4, 2022, and in connection with the execution of the Investment Agreement, OEG Borrower, LLC ("OEG Borrower"), a wholly owned indirect subsidiary of OEG, executed a commitment letter (the "Commitment Letter") with JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. (collectively, the "Commitment Parties"). Under the terms of the Commitment Letter, the Commitment Parties have agreed to structure and arrange (i) the OEG term loan in an aggregate principal amount equal to $300,000,000, plus, at OEG Borrower's election, an additional amount sufficient to fund certain original issue discount or upfront fees and (ii) a senior secured revolving credit facility in an initial committed amount of $50,000,000 (or, following a Successful Revolving Syndication (as defined in the Commitment Letter), such greater amount up to $65,000,000) as contemplated by the Commitment Letter in connection with the appointment of additional lead arrangers) (collectively, (i) and (ii) being the "OEG Financing").





Press Release

On April 4, 2022, the Company issued a press release announcing the OEG Transaction (the "Press Release"). A copy of the Press Release is filed herewith as Exhibit 99.1and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements as to the Company's beliefs and expectations of 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 these statements include, but are not limited to, statements regarding the proposed OEG Transaction, the intended benefits of the OEG Transaction, and the pending acquisition of the Block 21 complex in Austin, Texas ("Block 21"). 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 OEG Transaction or the Block 21 acquisition, or result in the termination of the Investment Agreement or the agreement for the Block 21 acquisition. Other factors that could cause results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission and include the risk factors and other risks and uncertainties described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its Quarterly Reports on Form 10-Q and subsequent filings. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.






 (d) Exhibits




   10.1*     Investment Agreement, dated as of April 4, 2022, by and among the
           Company, OEG Attractions Holdings, LLC, RHP Hotels, LLC, RHP Hotel
           Properties, LP, A-OEG Holdings, LLC and Atairos Group, Inc.

10.2* Form of Second Amended and Restated Limited Liability Company Agreement for

OEG Attractions Holdings, LLC (incorporated by reference to Exhibit C of
       the Investment Agreement, which is attached as   Exhibit 10.1   to this
       Current Report on Form 8-K).




   10.3     Amendment No. 5 to Sixth Amended and Restated Credit Agreement,
          effective as of April 4, 2022, 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.




   99.1     Press Release of Ryman Hospitality Properties, Inc. dated April 4,
          2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and similar attachments have been omitted in reliance on

Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K.

The Company will provide, on a supplemental basis, a copy of any omitted

schedule or attachment to the Securities and Exchange Commission or its staff

upon request.

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