ATLANTA, Sept. 7, 2016 /PRNewswire/ -- Gray
Television, Inc. ("Gray," "we," "us" or "our") (NYSE: GTN and
GTN.A) announced today that it has commenced a cash tender
offer (the "Tender Offer") for any and all of its outstanding
$675.0 million aggregate principal
amount 7½% Senior Notes due 2020 (CUSIP No. 389375 AG1) (the
"Notes"). The Tender Offer is being made on the terms and subject
to the conditions set forth in the Offer to Purchase, dated
September 7, 2016 (the "Offer to
Purchase"), the related Letter of Transmittal (the "Letter of
Transmittal") and the related Notice of Guaranteed Delivery (the
"Notice of Guaranteed Delivery"). The Offer to Purchase, the Letter
of Transmittal and the Notice of Guaranteed Delivery are
collectively referred to herein as the "Offer Documents."
The consideration for each $1,000
principal amount of the Notes purchased pursuant to the Tender
Offer will be $1,042.20 (the "Tender
Offer Consideration"). Holders must validly tender (and not validly
withdraw) their Notes or deliver a properly completed and duly
executed Notice of Guaranteed Delivery for their Notes at or before
the Expiration Time (as defined below) in order to be eligible to
receive the Tender Offer Consideration. In addition, holders whose
Notes are purchased in the Tender Offer will receive accrued and
unpaid interest from the last interest payment date to, but not
including, the Payment Date (as defined in the Offer to Purchase)
for the Notes. Gray expects the Payment Date to occur on
September 14, 2016.
The Tender Offer will expire at 5:00
p.m., New York City time,
on September 13, 2016, unless
extended or the Tender Offer is earlier terminated (such date and
time, as it may be extended, the "Expiration Time"). Except as
required by applicable law, Notes validly tendered may only be
withdrawn at or before the Expiration Time by following the
procedures described in the Offer to Purchase.
Gray's obligation to accept for purchase and to pay for Notes
validly tendered and not validly withdrawn pursuant to the Tender
Offer is subject to the satisfaction or waiver, in Gray's
discretion, of certain conditions, which are more fully described
in the Offer to Purchase, including, among others, Gray's
completion of an offering of its senior notes prior to the
Acceptance Date (as defined in the Offer to Purchase) on terms
satisfactory to Gray. The complete terms and conditions of the
Tender Offer are set forth in the Offer Documents. Holders of the
Notes are urged to read the Offer Documents carefully.
Gray has retained D.F. King &
Co., Inc. as the information agent and tender agent for the Tender
Offer. Gray has retained Wells Fargo Securities, LLC and BofA
Merrill Lynch as the joint dealer managers for the Tender
Offer.
Holders who would like additional copies of the Offer Documents
may call or email the information agent, D.F. King & Co., Inc. at (212) 269-5550
(banks and brokers), (800) 290-6431 (all others), or
gtn@dfking.com. Copies of the Offer Documents are also available at
the following website: www.dfking.com/gtn. Questions regarding the
terms of the Tender Offer should be directed to Wells Fargo
Securities, LLC at (704) 410-4760 (collect) or (866) 309-6316
(toll-free), or BofA Merrill Lynch at (980) 386-6026 (collect) or
(888) 292-0070 (toll-free).
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell with
respect to any Notes. The Tender Offer is being made solely
pursuant to the Offer Documents, which set forth the complete terms
and conditions of the Tender Offer. The Tender Offer is not being
made to, nor will Gray accept tenders of the Notes from, holders in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
None of Gray, its board of directors, the dealer managers or the
information agent and tender agent makes any recommendation to any
holder of Notes in connection with the Tender Offer. Holders must
make their own decisions as to whether to tender their Notes and,
if so, the principal amount of Notes to tender.
Cautionary Statements for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
This press release contains statements that constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal
securities laws. These "forward-looking statements" are statements
other than statements of historical fact and may include, among
other things, statements regarding our current expectations and
beliefs as to our ability to consummate the Tender Offer, including
the terms and timing thereof, and other future events. Actual
results are subject to a number of risks and uncertainties and may
differ materially from the current expectations and beliefs
discussed in this press release. All information set forth in this
release is as of September 7, 2016.
We do not intend, and undertake no duty, to update this information
to reflect future events or circumstances. Information about
certain potential factors that could affect our business and
financial results and cause actual results to differ materially
from those expressed or implied in any forward-looking statements
are included under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," in our Annual Report on Form 10-K for the year ended
December 31, 2015 and our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2016 and June
30, 2016, each of which is on file with the Securities and
Exchange Commission ("SEC") and available at the SEC's website at
www.sec.gov.
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SOURCE Gray Television, Inc.