ATLANTA, Sept. 14, 2016
/PRNewswire/ -- Gray Television, Inc. ("Gray," "we," "us"
or "our") (NYSE: GTN and GTN.A) announced today that its
previously announced offer to purchase any and all of its
outstanding 7½% Senior Notes due 2020 (the "Notes") expired at
5:00 p.m., New York City time, on September 13, 2016 (the "Expiration Time").
As of the Expiration Time, $431,240,000 aggregate principal amount of Notes,
or 63.89% of the aggregate principal amount outstanding, had been
validly tendered and not withdrawn. The complete terms and
conditions of the tender offer were set forth in an Offer to
Purchase that was made available to holders of the Notes.
In accordance with the terms of the Offer to Purchase, Gray made
a cash payment to all holders who validly tendered their Notes in
the tender offer of $1,042.20 per
$1,000 principal amount of Notes
tendered (the "Tender Offer Consideration"), plus accrued and
unpaid interest from the last interest payment date to, but not
including, the payment date of September 14,
2016 (the "Payment Date"), for a total cash payment of
approximately $464.1 million. Gray
funded the payment for tendered and accepted Notes with the
proceeds from its previously announced offering of $525.0 million aggregate principal amount of
5.125% senior notes due 2024 and $200.0
million aggregate principal amount of additional 5.875%
senior notes due 2026 (collectively, the "New Notes
Offering").
Gray also announced today that it has delivered a notice of
redemption to the holders of Notes that were not validly tendered
in the tender offer at the redemption price of 103.750% of the
principal amount, plus accrued and unpaid interest to, but not
including, the date of redemption. The redemption of the
remaining outstanding Notes is expected to occur on October 14, 2016. Gray intends to fund the
amounts necessary to redeem the remaining outstanding Notes with
the proceeds from the New Notes Offering.
About Gray Television
Gray Television, Inc. (NYSE: GTN and GTN.A) is a television
broadcast company headquartered in Atlanta, Georgia, that owns and operates
television stations and leading digital assets in markets
throughout the United States. We
own and/or operate television stations in 51 television markets
that broadcast over 185 separate program streams, including 36
channels affiliated with CBS, 27 channels affiliated with NBC, 19
channels affiliated with ABC and 14 channels affiliated with FOX.
We own the number-one or number-two ranked television station
operations in 50 of those 51 markets. Our stations reach
approximately 9.5 percent of total United
States television households.
Cautionary Statements Regarding Forward-Looking
Statements
This press release contains statements that constitute
"forward-looking statements" within the meaning of the federal
securities laws. These "forward-looking statements" are
statements other than statements of historical fact. 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 14,
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.