Skadden, Arps, Slate, Meagher & Flom served as tax counsel to RHP. Davis Polk & Wardwell advised Atairos on the deal.
Ryman Hospitality Properties (“RHP”), a leading lodging and hospitality real estate investment trust, announced that Atairos, an independent strategic investment company, along with their long-term strategic partner NBCUniversal, will acquire a 30% minority ownership stake in RHP’s subsidiary OEG Attractions Holdings LLC, which directly or indirectly owns the assets that comprise Opry Entertainment Group (“OEG”).
Atairos directly invested $283 million and NBCUniversal directly invested $13 million.
Atairos’ investment values OEG at $1.415 billion. Atairos has agreed to make an additional $30 million investment in OEG, contingent on certain performance targets being achieved, which would bring OEG’s valuation to $1.515 billion.
The transaction, which is subject to customary conditions, is expected to close in Q2 2022. Upon closing, RHP expects to receive gross transaction proceeds of approximately $593 million, comprised of the Atairos and NBCUniversal investment and borrowings from a new $300 million Term Loan B facility secured by OEG assets. RHP expects to use these proceeds to pay transaction expenses, fully repay its $300 million Term Loan A and substantially all the borrowings outstanding under its revolving credit facility, thereby reducing leverage and creating balance sheet flexibility to allow RHP to pursue continued reinvestment in its businesses.
Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading lodging and hospitality real estate investment trust that specializes in upscale convention center resorts and country music entertainment experiences. RHP’s Opry Entertainment Group includes a growing collection of iconic and emerging country music brands we operate, including the Grand Ole Opry; Ryman Auditorium, WSM 650 AM; Ole Red and a 50% interest in Circle, a country lifestyle media network RHP owns in a joint venture with Gray Television; as well as other Nashville-area attractions managed by Marriott.
Atairos is an independent, private company focused on supporting growth-oriented businesses across a wide range of industries. Atairos provides a unique combination of active strategic partnership and patient long-term capital to high-potential companies and their management teams.
NBCUniversal is one of the world’s leading media and entertainment companies in the development, production, and marketing of entertainment, news and information to a global audience.
Morgan Stanley & Co. LLC served as financial advisor, Bass, Berry & Sims PLC served as legal advisor to RHP. Moelis & Company LLC served as financial advisor to Atairos. The financing commitment for this transaction has been secured from JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc.
The Skadden team included Tax partner David Polster (Picture; Chicago) and counsel Trevor Allen (New York).
The Davis Polk corporate team included partner William J. Chudd and associate Brian Lee. The finance team included partner Hilary Dengel and counsel Robert F. Smith. Partner Ethan R. Goldman provided tax advice. The executive compensation team included partner Veronica M. Wissel. The intellectual property and technology transactions team included partner Pritesh P. Shah and associate Brette L. Trost. The real estate team included partner Brian D. Hirsch and associate Gregory D. Crane.
Involved fees earner: William Chudd – Davis Polk & Wardwell; Gregory Crane – Davis Polk & Wardwell; Hilary Dengel – Davis Polk & Wardwell; Ethan Goldman – Davis Polk & Wardwell; Brian Hirsch – Davis Polk & Wardwell; Brian Lee – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Robert Smith – Davis Polk & Wardwell; Brette Trost – Davis Polk & Wardwell; Veronica Wissel – Davis Polk & Wardwell; Trevor Allen – Skadden; David Polster – Skadden;