Debt | 7. DEBT: The Company’s debt and finance lease obligations at June 30, 2024 and December 31, 2023 consisted of (in thousands): June 30, December 31, 2024 2023 $700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027 $ — $ — Term Loan B, interest at SOFR plus 2.25%, maturing May 18, 2030 294,263 496,250 Senior Notes, interest at 7.25%, maturing July 15, 2028 400,000 400,000 Senior Notes, interest at 4.50%, maturing February 15, 2029 600,000 600,000 Senior Notes, interest at 4.75%, maturing October 15, 2027 700,000 700,000 Senior Notes, interest at 6.50%, maturing April 1, 2032 1,000,000 — Gaylord Rockies Term Loan, interest at SOFR plus 2.50%, original maturity July 2, 2024 — 800,000 OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031 300,000 296,250 $80M OEG Revolver, interest at SOFR plus 3.50%, maturing June 28, 2029 17,000 5,000 Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026 130,439 131,871 Finance lease obligations 95 138 Unamortized deferred financing costs (55,141) (38,309) Unamortized discounts and premiums, net (13,273) (14,172) Total debt $ 3,373,383 $ 3,377,028 Amounts due within one year of the balance sheet date consist of the amortization payments for the term loan B of 1.0% of the refinanced $295.0 million principal balance, amortization payments for the $300 million OEG term loan of 1.0% of the refinanced principal balance, and amortization of the Block 21 CMBS Loan based on a 30-year amortization. At June 30, 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 $ billion in aggregate principal amount of senior notes due 2032 (the “ $ Billion Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Company’s credit agreement. The $ illion 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 $ illion Senior Notes have a maturity date of 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 $ illion 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 $ million in aggregate principal amount of 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 $ illion 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 $ illion 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 $ illion Senior Notes. The net proceeds from the issuance of the $ illion 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 senior secured term loan B (the “Term Loan B”). The $ illion Senior Notes are redeemable before April 1, 2027, in whole or in part, at , plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $ illion 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 , , and 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 $ million secured term loan facility, with a maturity date of with , extension options, subject to certain requirements in the Gaylord Rockies Loan, and bore interest at Adjusted Daily Simple SOFR plus . The Company previously entered into an interest rate swap to fix the SOFR portion of the interest rate at 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 Prior to the effectiveness of the Incremental Agreement (as hereinafter defined), the applicable interest rate margins for borrowings under the Term Loan B were, at our option, either (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%. 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 and includes the addition of certain new lenders and the removal of certain other lenders. 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 OEG Credit Agreement On June 28, 2024, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a certain First Amendment, which amends the Credit Agreement dated as of June 16, 2022 among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Original OEG Credit Agreement”). As amended, the credit facility (the “Amended OEG Credit Agreement”) includes certain amended terms including lower interest rates, extended maturities and modifications to various covenants. The Amended OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million (the “OEG Revolver”). The OEG Term Loan refinances and replaces the former term loan in the outstanding principal amount of $294.8 million as of June 28, 2024 and the OEG Revolver refinances and replaces the senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million, of which $17.0 million was outstanding as of June 30, 2024. The OEG Term Loan and the OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries (other than Block 21-related subsidiaries, as more specifically described in the Amended OEG Credit Agreement). The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the Amended OEG Credit Agreement: (a) the Alternate Base Rate plus 2.500% or (b) Adjusted Term SOFR plus 3.50% (all as more specifically described in the Amended OEG Credit Agreement). Borrowings under the OEG Revolver bear interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the Amended OEG Credit Agreement: (a) the Alternate Base Rate plus the Applicable Rate (as defined in the Amended OEG Credit Agreement) or (b) Adjusted Term SOFR plus the Applicable Rate. Under the Amended OEG Credit Agreement, (i) the Applicable Rate for Alternative Base Rate loans will be between 2.75% and 2.25% and (ii) the Applicable Rate for Adjusted Term SOFR loans will be between 3.75% and 3.25% , in each of (i) and (ii) based upon the First Lien Leverage Ratio of OEG Finance and its consolidated subsidiaries (as more specifically described in the Amended OEG Credit Agreement). The Applicable Rate for borrowings as of June 30, 2024 is 2.50% for Alternative Base Rate Loans and 3.50% for Adjusted Term SOFR loans. The OEG Term Loan matures on June 28, 2031 and the OEG Revolver matures on June 28, 2029 . OEG Borrower used the proceeds of the OEG Term Loan, net of transaction expenses, to refinance the original term loan under the Original OEG Credit Agreement. 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 six months ended June 30, 2024. The estimated fair value of the Company’s derivative financial instruments at June 30, 2024 and December 31, 2023 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional June 30, 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 100,000 255 (848) $ 255 $ (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 June 30, Accumulated OCI June 30, 2024 2023 into Income (Expense) 2024 2023 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 351 $ 2,477 Interest expense $ 202 $ 4,888 Total derivatives $ 351 $ 2,477 $ 202 $ 4,888 Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI on Reclassified from Accumulated Derivatives Location of Gain (Loss) OCI into Income (Expense) Six Months Ended Reclassified from Six Months Ended June 30, Accumulated OCI June 30, 2024 2023 into Income (Expense) 2024 2023 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 2,326 $ 1,467 Interest expense $ 749 $ 10,156 Total derivatives $ 2,326 $ 1,467 $ 749 $ 10,156 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 June 30, 2024 and 2023 was $56.6 million and $49.2 million, respectively, and for the six months ended June 30, 2024 and 2023 was $117.0 million and $91.7 million, respectively. As of June 30, 2024, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. 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. |