(To Prospectus dated December 9, 2019)
Up to 4,000,000 Shares
This prospectus supplement relates to the ATM equity distribution agreement that we entered into on May 27, 2021, which we refer to as the distribution agreement, with Deutsche Bank Securities Inc., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, which we refer to as the sales agents, relating to issuances, offers and sales of shares of common stock, $0.01 par value per share, or our common stock. In accordance with the terms of the distribution agreement, we may offer and sell up to 4,000,000 shares of our common stock from time to time through any of the sales agents, as our agents for the offer and sale of our common stock. The shares of common stock offered for sale under the distribution agreement will be offered at market prices prevailing at the time of sale.
Sales of shares of our common stock under this prospectus supplement and the accompanying prospectus, if any, may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Sales of shares of our common stock may also be made by any other method permitted by law, including sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, or the NYSE, on any other existing trading market for our common stock, to or through a market maker at market prices prevailing at the time of sale or in privately negotiated transactions.
We will pay each sales agent a commission that will not exceed, but may be lower than, 2.0% of the gross sales price per share of our common stock sold through such sales agent, under the distribution agreement. None of the sales agents are required to sell any specific number or dollar amount of shares of our common stock, but each sales agents has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, as our sales agent and on the terms and subject to the conditions of the distribution agreement, to sell the shares offered on terms agreed upon by such sales agent and us. The shares of our common stock offered and sold through the sales agents, pursuant to the distribution agreement will be offered and sold through only one sales agent on any given day. The offering of common stock pursuant to the distribution agreement will terminate upon the earlier of (i) the sale of all of the shares of our common stock subject to the distribution agreement and (ii) the termination of the distribution agreement, pursuant to its terms, by either the sales agents or us.
Under the terms of the distribution agreement, we may also sell shares of our common stock to one or more of the sales agents, as principal for its own account, at a price per share to be agreed upon at the time of sale. If we sell shares to a sales agent as principal, we will enter into a separate terms agreement with that sales agent, and we will describe the public offering price, underwriting discount and other terms of the offering of those shares in a separate prospectus supplement or pricing supplement.
Our common stock is listed on the NYSE, under the symbol “RHP.” On May 26, 2021, the last reported sale price for our common stock on the NYSE was $75.74 per share.
We are organized and conduct our operations to qualify as a real estate investment trust, or REIT, for United States federal income tax purposes. To assist us in complying with certain United States federal income tax requirements applicable to REITs, our Amended and Restated Certificate of Incorporation, or our charter, generally restricts any person from acquiring beneficial ownership, either directly or indirectly, of more than 9.8%, in value or number of shares, whichever is more restrictive, of our issued and outstanding common stock.
Investing in our common stock involves risks. See “Risk Factors” beginning on page S-6
of this prospectus supplement and on page 17 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as the updated reports and documents we file with the Securities and Exchange Commission that are incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Deutsche Bank Securities
Capital One Securities
Credit Agricole CIB
Wells Fargo Securities
Prospectus Supplement dated May 27, 2021