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v3.23.3

Debt | 9 Months Ended
--- | ---
Sep. 30, 2023
Debt |
Debt | 9. DEBT: The Company’s debt and finance lease obligations at September 30, 2023 and December 31, 2022 consisted of (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
​ |  | 2023 |  | 2022
$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 | ​ |  | 497,500 | ​ |  | 371,250
$400M Senior Notes, interest at 7.25%, maturing July 15, 2028 | ​ |  | 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
$800M Gaylord Rockies Term Loan, interest at SOFR plus 2.50%, maturing July 2, 2024 | ​ |  | 800,000 | ​ |  | 800,000
$300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029 | ​ |  | 297,000 | ​ |  | 299,250
$65M OEG Revolver, interest at SOFR plus 4.50%, maturing June 16, 2027 | ​ |  | — | ​ |  | —
Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026 | ​ | ​ | 132,582 | ​ | ​ | 134,636
Finance lease obligations | ​ | ​ | 846 | ​ | ​ | 685
Unamortized deferred financing costs | ​ | ​ | (38,332) | ​ | ​ | (30,482)
Unamortized discounts and premiums, net | ​ | ​ | (14,809) | ​ | ​ | (12,747)
Total debt | ​ | $ | 3,374,787 | ​ | $ | 2,862,592
​ Amounts due within one year of the balance sheet date 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 based on a 30-year amortization. The Gaylord Rockies term loan has two, one-year extension options remaining, subject to certain requirements in the Gaylord Rockies term loan. At September 30, 2023, there were no defaults under the covenants related to the Company’s outstanding debt. Credit Facility On May 18, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP (the “Borrower”), 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 Credit Agreement provides a $700 million revolving credit facility (the “Revolver”) and $500 million term loan B (the “Term Loan B”), as well as an accordion feature that will allow Borrower to increase the facilities following the closing date by an aggregate total of up to $475 million, which may be allocated between the Revolver and the Term Loan B at the option of the Borrower. The Revolver replaced the Company’s previous $700 million revolving credit facility, and a portion of the proceeds of the Term Loan B were used to repay in full the approximately $370 million balance of the Company’s previous term loan B. The Revolver was undrawn at closing. Borrowings under the Revolver under the Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, dependent upon the Company’s 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 the Company’s 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 the Company’s funded debt to total asset value ratio (as defined in the Credit Agreement). Borrowings under the Term Loan B bear interest at an annual rate equal to, at the Company’s option, (i) Term SOFR plus 2.75%, (ii) 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 May 18, 2027, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual 6-month extensions, and the Term Loan B matures on May 18, 2030. The Revolver and the Term Loan B are subject to certain events of default which can be triggered by failing to meet customary financial covenants. If an event of default shall occur and be continuing, the principal amount outstanding under the Revolver and Term Loan B, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. $400 Million 7.25% Senior Notes due 2028 On June 22, 2023, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $400.0 million in aggregate principal amount of 7.25% senior notes due 2028 (the “$400 Million 7.25% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $400 Million 7.25% 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 $400 Million 7.25% Senior Notes have a maturity date of July 15, 2028 and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year, beginning on January 15, 2024. The $400 Million 7.25% 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 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 $400 Million 7.25% 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 $400 Million 7.25% 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 $400 Million 7.25% Senior Notes. The net proceeds from the issuance of the $400 Million 7.25% Senior Notes totaled approximately $393 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used these proceeds to pay a portion of the purchase price for JW Marriott Hill Country discussed in Note 2. The $400 Million 7.25% Senior Notes are redeemable before July 15, 2025, 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 $400 Million 7.25% Senior Notes will be redeemable, in whole or in part, at any time on or after July 15, 2025 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.625%, 101.813%, and 100.000% beginning on July 15 of 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. Interest Rate Derivatives The Company has entered into or previously entered into interest rate swaps to manage interest rate risk associated with the Company’s previous term loan B, the Gaylord Rockies $800 million term loan and 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 $1.6 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, 2023 and December 31, 2022 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 | ​ | 2023 | ​ | 2022
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2235% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | $ | 87,500 | ​ | $ | - | ​ | $ | 1,096
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2235% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | ​ | 87,500 | ​ | ​ | - | ​ | ​ | 1,096
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2235% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | ​ | 87,500 | ​ | ​ | - | ​ | ​ | 1,096
Term Loan B | ​ | Interest Rate Swap | ​ | 1.2315% | ​ | 1-month LIBOR | ​ | May 11, 2023 | ​ | ​ | 87,500 | ​ | ​ | - | ​ | ​ | 1,093
Gaylord Rockies Term Loan | ​ | Interest Rate Swap | ​ | 3.3410% | ​ | 1-month LIBOR | ​ | August 1, 2023 | ​ | ​ | 800,000 | ​ | ​ | - | ​ | ​ | 6,969
Gaylord Rockies Term Loan | ​ | Interest Rate Swap | ​ | 5.2105% | ​ | Daily SOFR | ​ | July 2, 2024 | ​ | ​ | 800,000 | ​ | ​ | 864 | ​ | ​ | -
OEG Term Loan | ​ | Interest Rate Swap | ​ | 4.5330% | ​ | 3-month SOFR | ​ | December 18, 2025 | ​ | ​ | 100,000 | ​ | ​ | 616 | ​ | ​ | (1,164)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,480 | ​ | $ | 10,186
​ 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 | ​
​ | ​ | September 30, | ​ | Accumulated OCI | ​ | September 30, | ​
​ | ​ | 2023 | ​ | 2022 |  | into Income (Expense) |  | 2023 | ​ | 2022 |
Derivatives in Cash Flow Hedging Relationships: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps | ​ | $ | 1,562 | ​ | $ | 7,453 | ​ | Interest expense | ​ | $ | 1,578 | ​ | $ | (251) | ​
Total derivatives | ​ | $ | 1,562 | ​ | $ | 7,453 | ​ | ​ | ​ | ​ | ​ | $ | 1,578 | ​ | $ | (251) | ​
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Amount of Gain (Loss) | ​ | ​ | ​ | ​ | ​ | Amount of Gain (Loss) | ​
​ | ​ | Recognized in OCI on | ​ | ​ | ​ | ​ | ​ | Reclassified from Accumulated | ​
​ | ​ | Derivatives | ​ | Location of Gain (Loss) | ​ | OCI into Income (Expense) | ​
​ | ​ | Nine Months Ended | ​ | Reclassified from | ​ | Nine Months Ended | ​
​ | ​ | September 30, | ​ | Accumulated OCI | ​ | September 30, | ​
​ | ​ | 2023 | ​ | 2022 |  | into Income (Expense) |  | 2023 | ​ | 2022 |
Derivatives in Cash Flow Hedging Relationships: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps | ​ | $ | 3,029 | ​ | $ | 15,642 | ​ | Interest expense | ​ | $ | 11,734 | ​ | $ | (6,375) | ​
Total derivatives | ​ | $ | 3,029 | ​ | $ | 15,642 | ​ | ​ | ​ | ​ | ​ | $ | 11,734 | ​ | $ | (6,375) | ​
​ 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, 2023 and 2022 was $58.5 million and $40.1 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $150.2 million and $106.0 million, respectively. As of September 30, 2023, 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://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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