DEBT

3 Months Ended

Mar. 31, 2024

DEBT

Debt

7. DEBT:

The Company’s debt and finance lease obligations at March 31, 2024 and December 31, 2023 consisted of (in thousands):

	March 31,		December 31,
	2024		2023
$700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027	$	—	$	—
$500M Term Loan B, interest at SOFR plus 2.75%, maturing May 18, 2030		295,000		496,250
$400M Senior Notes, interest at 7.25%, maturing July 15, 2028		400,000		400,000
$600M Senior Notes, interest at 4.50%, maturing February 15, 2029		600,000		600,000
$700M Senior Notes, interest at 4.75%, maturing October 15, 2027		700,000		700,000
$1B Senior Notes, interest at 6.50%, maturing April 1, 2032		1,000,000		—
$800M Gaylord Rockies Term Loan, interest at SOFR plus 2.50%, maturing July 2, 2024		—		800,000
$300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029		295,500		296,250
$65M OEG Revolver, interest at SOFR plus 4.25%, maturing June 16, 2027		22,000		5,000
Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026		131,150		131,871
Finance lease obligations		117		138
Unamortized deferred financing costs		(52,430)		(38,309)
Unamortized discounts and premiums, net		(13,523)		(14,172)
Total debt	$	3,377,814	$	3,377,028

Amounts due within one year of the balance sheet date consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, amortization payments for the $300 million OEG term loan of 1.0% of the original principal balance, and amortization of the Block 21 CMBS Loan based on a 30-year amortization.

At March 31, 2024, there were no defaults under the covenants related to the Company’s outstanding debt.

$1 Billion 6.50% Senior Notes due 2032

On March 28, 2024, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $1.0 billion in aggregate principal amount of 6.50% senior notes due 2032 (the “$1 Billion 6.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Company’s credit agreement.

The $1 Billion 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $1 Billion 6.50% Senior Notes have a maturity date of April 1, 2032 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on April 1 and October 1 each year, beginning on October 1, 2024. The $1 Billion 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $700 million in aggregate principal amount of 4.75% senior notes due 2027, $400 million in aggregate principal amount of 7.25% senior notes due 2028 and $600 million in aggregate principal amount of 4.50% senior notes due 2029, and senior in right of payment to future subordinated indebtedness, if any.

The $1 Billion 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $1 Billion 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $1 Billion 6.50% Senior Notes.

The net proceeds from the issuance of the $1 Billion 6.50% Senior Notes totaled approximately $983 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used a portion of these net proceeds to prepay the indebtedness outstanding under its previous $800.0 million Gaylord Rockies term loan and used the remaining proceeds, together with cash on hand, to pay down $200.0 million under its existing $500.0 million senior secured term loan B (the “Term Loan B”).

The $1 Billion 6.50% Senior Notes are redeemable before April 1, 2027, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $1 Billion 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after April 1, 2027 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625%, and 100.000% beginning on April 1 of 2027, 2028, and 2029, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

Previous $800 Million Gaylord Rockies Term Loan

In July 2019, Aurora Convention Center Hotel, LLC and Aurora Convention Center Hotel Lessee, LLC, the entities that comprise Gaylord Rockies, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent. The Gaylord Rockies Loan consisted of an $800.0 million secured term loan facility, with a maturity date of July 2, 2024 with two, one-year extension options, subject to certain requirements in the Gaylord Rockies Loan, and bore interest at Adjusted Daily Simple SOFR plus 2.50%. The Company previously entered into an interest rate swap to fix the SOFR portion of the interest rate at 5.2105% for the fifth year of the loan. The Company designated this interest rate swap as an effective cash flow hedge.

On March 28, 2024, the Company paid off the Gaylord Rockies Loan with proceeds from the $1 Billion 6.50% Senior Notes discussed above and terminated the interest rate swap.

Term Loan B

On April 12, 2024, the Company entered into an Incremental Tranche B Term Loan Agreement (the “Incremental Agreement”), which supplements the Company’s credit agreement. The Incremental Agreement reduces the applicable

interest rate margins for the loans advanced under the refinanced Term Loan B. The applicable interest rate margins for the refinanced Term Loan B under the Incremental Agreement are (i) 2.25% for SOFR Loans (as defined in the Company’s credit agreement) and (ii) 1.25% for base rate loans. The Incremental Agreement did not change the maturity dates under the Company’s credit agreement or result in any increase in principal indebtedness. In addition, the Incremental Agreement confirms that the annual amortization under the Term Loan B is 1% of the refinanced $295.0 million outstanding principal amount, with the balance due at maturity.

Interest Rate Derivatives

The Company has entered into or previously entered into interest rate swaps to manage interest rate risk associated with the previous Gaylord Rockies $800 million term loan and a portion of the $300 million OEG term loan. Each swap has been designated as a cash flow hedge whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges.

For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $0.4 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next twelve months.

In March 2024, as discussed above, the Company paid off the Gaylord Rockies Loan and subsequently terminated the associated interest rate swap. The Company received approximately $0.2 million from the counterparty to the swap, which has been recorded as a reduction in interest expense for the three months ended March 31, 2024.

The estimated fair value of the Company’s derivative financial instruments at March 31, 2024 and December 31, 2023 is as follows (in thousands):

							Estimated Fair Value
							Asset (Liability) Balance
		Strike			Notional		March 31,		December 31,
Hedged Debt	Type	Rate	Index	Maturity Date	Amount		2024		2023
Gaylord Rockies Term Loan	Interest Rate Swap	5.2105%	Daily SOFR	July 2, 2024		800,000		-		(474)
OEG Term Loan	Interest Rate Swap	4.5330%	3-month SOFR	December 18, 2025		100,000		106		(848)
							$	106	$	(1,322)

Derivative financial instruments in an asset position are included in prepaid expenses and other assets, and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets.

The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands):

	Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI					Reclassified from Accumulated
	on Derivatives				Location of Gain (Loss)	OCI into Income (Expense)
	Three Months Ended				Reclassified from	Three Months Ended
	March 31,				Accumulated OCI	March 31,
	2024		2023		into Income (Expense)	2024		2023
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	1,975	$	(1,010)	Interest expense	$	547	$	5,268
Total derivatives	$	1,975	$	(1,010)		$	547	$	5,268

Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended March 31, 2024 and 2023 was $60.4 million and $42.5 million, respectively.

As of March 31, 2024, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.