ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The Credit Agreement provides a
Borrowings under the Revolver under the Credit Agreement bear interest at an
annual rate equal to, at our option, either (i) Adjusted Term SOFR plus the
applicable margin ranging from 1.40% to 2.00%, dependent upon our funded debt to
total asset value ratio (as defined in the Credit Agreement), (ii) Adjusted
Daily Simple SOFR plus the applicable margin ranging from 1.40% to 2.00%,
dependent upon our funded debt to total asset value ratio (as defined in the
Credit Agreement) or (iii) a base rate as set forth in the Credit Agreement plus
the applicable margin ranging from 0.40% to 1.00%, dependent upon our funded
debt to total asset value ratio (as defined in the Credit Agreement). Borrowings
under the Term Loan B Facility will bear interest at an annual rate equal to, at
our option, (i) Adjusted Term SOFR plus 2.75%, (ii) Adjusted Daily Simple SOFR
plus 2.75% or (iii) a base rate as set forth in the Credit Agreement plus 1.75%.
The Revolver matures on
The Revolver and the Term Loan B Facility are subject to certain events of default which can be triggered by failing to meet the financial covenants, such as maintaining a consolidated net leverage ratio of not greater than 6.50x, a consolidated fixed charge coverage ratio of not less than 1.5x, secured indebtedness not to exceed 30% of consolidated total asset value, secured recourse indebtedness not to the exceed 10% of consolidated total asset value, unencumbered leverage ratio not to exceed 55% (with the ability to surge to 60% in connection with a material acquisition), and unencumbered adjusted NOI to unsecured interest expense ratio not to exceed 2.00x. If an event of default shall occur and be continuing, the principal amount outstanding under the Revolver and Term Loan B Facility, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
Certain lenders under the Credit Agreement or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business of the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information included above in Item 1.01 is incorporated by reference into this Item 2.03.
ITEM 8.01. OTHER EVENTS.
On
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits 10.1* Credit Agreement, dated as ofMay 18, 2023 , amongRyman Hospitality Properties, Inc. , as parent and as a guarantor,RHP Hotel Properties, LP , as borrower, certain other subsidiaries ofRyman Hospitality Properties, Inc. party thereto, as guarantors, certain subsidiaries ofRyman Hospitality Properties, Inc. party thereto, as pledgors, the lenders party thereto andWells Fargo Bank, National Association , as administrative agent. 99.1 Press Release ofRyman Hospitality Properties, Inc. datedMay 18, 2023 .
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
upon request.
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