Ryman Hospitality Properties Inc. (NYSE: RHP) has closed its previously announced underwritten registered public offering of common stock, securing net proceeds of approximately $658 million. The offering included the full exercise of the underwriters’ option to purchase an additional 765,000 shares, bringing the total shares sold to 5,865,000 at a public price of $117.00 per share.

The capital raise is a critical component of the company’s strategy to complete the pending acquisition of the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes in Orlando, Florida. The total purchase price for the Grande Lakes Acquisition is approximately $1.38 billion. Ryman intends to contribute the net proceeds from this equity offering to its Operating Partnership, which will use the funds to pay a portion of the purchase price and related fees.

Financing Structure

The remaining balance of the acquisition cost will be funded through a combination of cash on hand and proceeds from a separate debt issuance. Ryman and RHP Finance Corporation recently priced a private placement of $700 million aggregate principal amount of 6.250% senior notes due 2035. This private placement is expected to generate net proceeds of approximately $689 million after deducting initial purchasers’ discounts and estimated offering expenses. The debt offering is scheduled to close on August 25, 2026, subject to customary closing conditions.

If the Grande Lakes Acquisition is not consummated, the company stated it will use the equity proceeds for general corporate purposes. In such an event, the senior notes would be redeemed via a special mandatory redemption at 100% of the issue price plus accrued and unpaid interest.

What the Numbers Show

The capital structure for the acquisition reveals a balanced reliance on new equity and debt. The equity offering raised $658 million, while the concurrent debt placement is expected to yield $689 million. Together, these two instruments account for approximately $1.347 billion of the $1.38 billion total purchase price. This indicates that less than $33 million of the deal value will need to be covered by existing cash on hand or other sources, suggesting the transaction is heavily pre-funded through these specific market actions.

Offering Details

The offering was conducted pursuant to the company’s shelf registration statement on Form S-3 (File No. 333-298164), which became effective upon filing with the U.S. Securities and Exchange Commission on August 10, 2026. BofA Securities, J.P. Morgan, Morgan Stanley, and Wells Fargo Securities acted as joint book-running managers. Other bookrunners included Deutsche Bank Securities, BTIG, Credit Agricole CIB, Scotiabank, SMBC Nikko, and Raymond James.

Ryman Hospitality Properties Inc. (NYSE: RHP) has successfully priced a private placement of $700 million in 6.250% senior notes due 2035 to fund its $1.38 billion acquisition of the Grande Lakes Orlando Resort. The offering, which carries a fixed coupon rate of 6.25%, provides critical debt financing for the company’s largest expansion into the United States' premier meetings and convention market. This move locks in long-term capital costs while complementing a recently completed equity raise, ensuring the necessary capital structure is in place for the transaction.

The senior unsecured notes were issued by Ryman’s subsidiaries, RHP Hotel Properties, LP and RHP Finance Corporation. The offering is expected to close on August 25, 2026, subject to customary closing conditions. The notes are guaranteed by Ryman Hospitality Properties Inc. and its subsidiaries that guarantee the Operating Partnership’s existing credit facility and outstanding senior unsecured notes. The offering was conducted in compliance with Rule 144A under the Securities Act of 1933 and Regulation S for non-U.S. persons.

Financing Structure and Contingencies

The completion of the senior notes offering is not contingent upon the completion of the Grande Lakes Acquisition or the concurrent common stock offering. The common stock offering, involving 5,100,000 shares at $117.00 per share, priced on August 10, 2026, and is expected to close on August 12, 2026. If the acquisition does not proceed, the company stated it will use the equity proceeds for general corporate purposes. Conversely, if the Grande Lakes Acquisition is not consummated, the senior notes will be redeemed at a price equal to 100% of the issue price plus accrued interest.

Strategic Expansion into Orlando

The target property, Grande Lakes Orlando Resort, is a 409-acre complex in Orlando, Florida, featuring a 1,010-room JW Marriott, a 582-room The Ritz-Carlton Orlando, Grande Lakes, and an 18-hole championship golf course designed by Greg Norman. Marriott International Inc. will continue to operate both hotels under their existing brands. The transaction values the property at 12.5x trailing-twelve-month adjusted EBITDA through June 30, 2026.

Ryman expects the acquisition to be accretive to 2027 adjusted FFO per diluted share and aims to complete the deal in the third quarter of 2026. This move aligns with Ryman’s strategy to expand its presence in prime tourism markets. The company’s current portfolio includes five Gaylord Hotels properties, which account for five of the top seven largest non-gaming convention center hotels in the U.S., along with two JW Marriott resorts and a controlling interest in Opry Entertainment Group.

What the Numbers Show

The dual-track financing approach—combining $700 million in long-term debt with nearly $600 million in equity—highlights Ryman’s confidence in the cash flow stability of the Orlando asset. By locking in a 6.25% fixed-rate coupon for the debt portion, the company mitigates interest rate risk associated with variable-rate revolving credit facilities. However, the addition of $700 million in senior unsecured obligations increases the company’s leverage profile. Investors should monitor how this increased debt load impacts Ryman’s financial flexibility and future investment capacity, particularly given the premium valuation multiple paid for immediate scale in the competitive Orlando market.