Ryman Hospitality Properties, Inc. (NYSE:RHP) entered into a definitive agreement to acquire JW Marriott San Antonio Hill Country Resort & Spa from Blackstone Real Estate Income Trust, Inc. for $800 million on June 5, 2023. The Purchase Agreement contains customary representations, warranties and covenants and is subject to customary closing conditions. Upon execution of the Purchase Agreement, Buyer deposited $35 million into an escrow account, which amount will be applied to the purchase price at the closing, released to Seller as liquidated damages in the event that Seller terminates the Purchase Agreement as a result of a material breach by Buyer of its obligations under the Purchase Agreement. The acquisition was funded with the net proceeds of an underwritten registered public offering of 4,427,500 shares of common stock of the Company at the public offering price of $93.25 per share, which closed on June 9, 2023, a private placement of $400 million aggregate principal amount of 7.250% senior notes due 2028, which closed on June 22, 2023, and cash on hand. Ryman plans for the resort to continue to operate under the JW Marriott flag. Transaction is expected to close in second or third quarter of 2023.

Citigroup Global Markets Inc., Eastdil Secured, L.L.C., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, Scotiabank, Inc., Sumitomo Mitsui Banking Corporation and Wells Fargo Corporation acted as financial advisor and Danielle Jackson, Gregory Ressa, Andrew Blau, Kristy Fields, Nancy Mehlman and Jeanne Annarumma of Simpson Thacher & Bartlett LLP acted as legal advisor to Blackstone Real Estate Income Trust, Inc. BofA Securities, Inc. acted as financial advisor, Bass, Berry & Sims PLC and Greenberg Traurig, LLP acted as legal advisor to Ryman Hospitality Properties, Inc.