Gray Announces Private Offering of Senior Secured Notes
20 May 2024 - 10:19PM
Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN)
announced today that it intends to offer up to $1 billion aggregate
principal amount of senior secured first lien notes due 2029,
subject to market conditions. The offering will be exempt from the
registration requirements of the Securities Act of 1933 (the
“Securities Act”).
In connection with the offering of notes, Gray expects to (i)
incur up to $750 million of a new tranche F term loan with a
maturity date in 2029, (ii) increase the aggregate commitments
under its existing $625 million revolving credit facility by $55
million, resulting in aggregate commitments under the revolving
credit facility of $680 million and (iii) terminate commitments
under a $72.5 million tranche of the revolving credit facility
maturing in 2026 (collectively, the “Credit Agreement
Refinancing”). The closing of this offering of notes is conditioned
on the closing of the Credit Agreement Refinancing, and the closing
of the Credit Agreement Refinancing is conditioned on the closing
of this offering. The completion of the Credit Agreement
Refinancing is subject to market and other conditions and there can
be no assurance as to whether or when the Credit Agreement
Refinancing may be completed, if at all.
The notes are being offered, together with the net proceeds of
the new tranche F term loans, availability under its revolving
credit facility and cash on hand, to refinance Gray’s $1.2 billion
tranche E term loan due 2026, repurchase in a tender offer any and
all of its outstanding 5.875% senior notes due 2026 and pay all
fees and expenses in connection with the offering.
The notes will be guaranteed, jointly and severally, by each
existing and future restricted subsidiary of Gray that guarantees
Gray’s existing senior credit facility.
The notes and related guarantees will be offered only to
qualified institutional buyers under Rule 144A of the Securities
Act, and to non-U.S. persons in transactions outside the United
States under Regulation S of the Securities Act. The notes have not
been, and will not be, registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and other
applicable securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This notice is being
issued pursuant to and in accordance with Rule 135c under the
Act.
Forward-Looking Statements:
This press release contains certain forward-looking statements
that are based largely on Gray’s current expectations and reflect
various estimates and assumptions by Gray. These statements are
statements other than those of historical fact and may be
identified by words such as “estimates,” “expect,” “anticipate,”
“will,” “implied,” “intend,” “assume” and similar expressions.
Forward-looking statements are subject to certain risks, trends and
uncertainties that could cause actual results and achievements to
differ materially from those expressed in such forward-looking
statements. Such risks, trends and uncertainties, which in some
instances are beyond Gray’s control, include Gray’s ability to
consummate the offering of notes, the Credit Agreement Refinancing
or the tender offer, the intended use of proceeds of the offering
and the Credit Agreement Refinancing, and other future events. Gray
is subject to additional risks and uncertainties described in
Gray’s quarterly and annual reports filed with the Securities and
Exchange Commission from time to time, including in the “Risk
Factors,” and management’s discussion and analysis of financial
condition and results of operations sections contained therein,
which reports are made publicly available via its website,
www.gray.tv. Any forward-looking statements in this communication
should be evaluated in light of these important risk factors. This
press release reflects management’s views as of the date hereof.
Except to the extent required by applicable law, Gray undertakes no
obligation to update or revise any information contained in this
communication beyond the date hereof, whether as a result of new
information, future events or otherwise.
Gray Contacts:
Jim Ryan, Executive Vice President and Chief
Financial Officer, 404-504-9828Jeff Gignac,
Executive Vice President, Finance, 404-504-9828Kevin P.
Latek, Executive Vice President, Chief Legal and
Development Officer, 404-266-8333
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