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v3.22.2.2

Debt | 9 Months Ended
--- | ---
Sep. 30, 2022
Debt |
Debt | 9. DEBT: The Company’s debt and finance lease obligations at September 30, 2022 and December 31, 2021 consisted of (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
​ |  | 2022 |  | 2021
$700M Revolving Credit Facility, interest at LIBOR plus 1.55%, maturing March 31, 2024 | ​ | $ | — | ​ | $ | 190,000
$300M Term Loan A, interest at LIBOR plus 2.25%, original maturity March 31, 2025 | ​ |  | — | ​ |  | 300,000
$500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024 | ​ |  | 372,500 | ​ |  | 376,250
$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
$800M Gaylord Rockies Term Loan, interest at LIBOR plus 2.50%, maturing July 2, 2023 | ​ |  | 800,000 | ​ |  | 800,000
$300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029 (Note 2) | ​ |  | 300,000 | ​ |  | —
$65M OEG Revolver, interest at SOFR plus 4.75%, maturing June 16, 2027 (Note 2) | ​ |  | — | ​ |  | —
Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026 | ​ | ​ | 135,308 | ​ | ​ | —
Finance lease obligations | ​ | ​ | 721 | ​ | ​ | 884
Unamortized deferred financing costs | ​ | ​ | (32,200) | ​ | ​ | (32,203)
Unamortized premium (discount) | ​ | ​ | (13,248) | ​ | ​ | 1,888
Total debt | ​ | $ | 2,863,081 | ​ | $ | 2,936,819
​ Amounts due within one year consist of the $800 million Gaylord Rockies term loan, 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 (as defined below) based on a 30-year amortization. The Gaylord Rockies term loan has three, one-year extension options, subject to certain requirements in the Gaylord Rockies term loan. At September 30, 2022, there were no defaults under the covenants related to the Company’s outstanding debt based on the amended terms of the Company’s credit agreement. As a result of the Company’s repayment of its $300 million term loan A with the proceeds from the OEG Term Loan, the Company recognized a loss on extinguishment of debt of $1.5 million in the nine months ended September 30, 2022. As a result of the Company’s February 2021 purchase and redemption of its previous $400 million 5% senior notes due 2023, the Company recognized a loss on extinguishment of debt of $2.9 million in the nine months ended September 30, 2021. ​ Credit Facility On April 4, 2022, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Sixth Amended and Restated Credit Agreement dated as of October 31, 2019 (as amended prior to the Fifth Amendment, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by the Fifth Amendment, the “Credit Agreement”), among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. The Fifth Amendment provides for certain amendments to the Existing Credit Agreement, each of which was effective upon the closing of the OEG Transaction. These amendments include, among others, the exclusion of OEG and its subsidiaries from negative covenants and certain restrictions related to certain equity issuances, investments, acquisitions, dispositions and indebtedness; changes to certain financial covenant requirements through December 2022; and a requirement that, following January 1, 2023, the Company satisfy the financial covenants currently provided for in the Credit Agreement. Block 21 CMBS Loan At the closing of the purchase of Block 21 on May 31, 2022, a subsidiary of the Company assumed a $136 million, ten-year, non-recourse term loan secured by a mortgage on Block 21 (the “Block 21 CMBS Loan”). The Block 21 CMBS Loan has a fixed interest rate of 5.58% per annum, payable monthly, matures January 5, 2026, and payments are due monthly based on a 30-year amortization. The Block 21 CMBS Loan contains customary financial covenants and other restrictions, including sponsor net worth and liquidity requirements, and debt service coverage ratio targets that Block 21 must meet in order to avoid a “Trigger Period,” the occurrence of which does not constitute a default. Block 21 was in a Trigger Period as of the date of its purchase by the Company and remains as such as of September 30, 2022. During the Trigger Period, any cash generated by Block 21 in excess of amounts necessary to fund loan obligations, budgeted operating expenses and specified reserves will not be distributed to Block 21. Interest Rate Derivatives The Company has entered into interest rate swaps to manage interest rate risk associated with the Company’s $500 million term loan B and the Gaylord Rockies $800 million 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 $12.7 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next twelve months. The estimated fair value of the Company’s derivative financial instruments at September 30, 2022 and December 31, 2021 is as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Estimated Fair Value
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Asset (Liability) Balance
​ | ​ | ​ | ​ | Strike | ​ | ​ | ​ | ​ | ​ | Notional | ​ | September 30, | ​ | December 31,
Hedged Debt | ​ | Type | ​ | Rate | ​ | Index | ​ | Maturity Date | ​ | Amount | ​ | 2022 | ​ | 2021
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2235% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | $ 87,500 | ​ | $ | 1,586 | ​ | $ | (733)
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2235% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | $ 87,500 | ​ | ​ | 1,586 | ​ | ​ | (733)
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2235% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | $ 87,500 | ​ | ​ | 1,586 | ​ | ​ | (733)
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2315% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | $ 87,500 | ​ | ​ | 1,579 | ​ | ​ | (742)
Gaylord Rockies Term Loan | ​ | Interest Rate Swap | ​ | 1.6500% | ​ | 1-month LIBOR | ​ | August 1, 2022 | ​ | $ 800,000 | ​ | ​ | - | ​ | ​ | (6,421)
Gaylord Rockies Term Loan | ​ | Interest Rate Swap | ​ | 3.3410% | ​ | 1-month LIBOR | ​ | August 1, 2023 | ​ | $ 800,000 | ​ | ​ | 6,318 | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 12,655 | ​ | $ | (9,362)
​ 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 Derivative | ​ | Location of Gain (Loss) | ​ | OCI into Income (Expense) | ​
​ | ​ | Three Months Ended | ​ | Reclassified from | Three Months Ended | ​
​ | ​ | September 30, | ​ | Accumulated OCI | ​ | September 30, | ​
​ | ​ | 2022 | ​ | 2021 |  | into Income (Expense) |  | 2022 | ​ | 2021 |
Derivatives in Cash Flow Hedging Relationships: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps | ​ | $ | 7,453 | ​ | $ | (546) | ​ | Interest expense | ​ | $ | (251) | ​ | $ | (4,187) | ​
Total derivatives | ​ | $ | 7,453 | ​ | $ | (546) | ​ | ​ | ​ | ​ | ​ | $ | (251) | ​ | $ | (4,187) | ​
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Amount of Gain (Loss) | ​ | ​ | ​ | ​ | ​ | Amount of Gain (Loss) | ​
​ | ​ | Recognized in OCI on | ​ | ​ | ​ | ​ | ​ | Reclassified from Accumulated | ​
​ | ​ | Derivative | ​ | Location of Gain (Loss) | ​ | OCI into Income (Expense) | ​
​ | ​ | Nine Months Ended | ​ | Reclassified from | ​ | Nine Months Ended | ​
​ | ​ | September 30, | ​ | Accumulated OCI | ​ | September 30, | ​
​ | ​ | 2022 | ​ | 2021 |  | into Income (Expense) |  | 2022 | ​ | 2021 |
Derivatives in Cash Flow Hedging Relationships: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps | ​ | $ | 15,642 | ​ | $ | (370) | ​ | Interest expense | ​ | $ | (6,375) | ​ | $ | (12,298) | ​
Total derivatives | ​ | $ | 15,642 | ​ | $ | (370) | ​ | ​ | ​ | ​ | ​ | $ | (6,375) | ​ | $ | (12,298) | ​
​ 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 September 30, 2022 and 2021 was $40.1 million and $32.4 million, respectively, and for the nine months ended September 30, 2022 and 2021 was $106.0 million and $93.1 million, respectively. As of September 30, 2022, 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.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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