ATLANTA, Sept. 7, 2016 /PRNewswire/ -- Gray Television,
Inc. ("Gray," "we," "our" or the "Company") (NYSE: GTN and
GTN.A) announced today that it has priced its previously
announced offering of $525.0 million
in aggregate principal amount of 5.125% senior notes due 2024 (the
"2024 Notes") and $200.0 million in
aggregate principal amount of additional 5.875% senior notes due
2026 (the "Additional 2026 Notes" and, together with the 2024
Notes, the "Notes").
The 2024 Notes were priced at 100% of par. The Additional
2026 Notes were priced at 103% of par plus accrued interest from
and including June 14, 2016,
resulting in an effective yield of 5.398%. The Additional
2026 Notes are part of the same issuance of, and will rank equally
and form a single series with, the $500.0
million aggregate principal amount of the Company's 5.875%
senior notes due 2026 that were issued on June 14, 2016.
The Company's existing, and certain future, subsidiaries will
guarantee the Notes on a senior unsecured basis. The sale of the
Notes is expected to be completed on September 14, 2016, subject to customary closing
conditions.
The Company intends to use the proceeds from the offering and
cash on hand to complete 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
(the "2020 Notes"). The Company also intends to use any
remaining proceeds to redeem any 2020 Notes that remain outstanding
after the completion of the Tender Offer.
The Notes and the related guarantees have not been, and will not
be, registered under the Securities Act of 1933 or the securities
laws of any other jurisdiction and may not be offered or sold in
the United States absent
registration or an applicable exemption therefrom. The Notes
will be offered only to qualified institutional buyers under Rule
144A and to persons outside the United
States under Regulation S.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes, and shall not constitute
an offer, solicitation or sale of any Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act of 1933.
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 offering of Notes and
the intended use of proceeds 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 SEC and
available at the SEC's website at www.sec.gov.
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SOURCE Gray Television, Inc.