ATLANTA, April 3, 2014 /PRNewswire/ -- Gray Television,
Inc. ("Gray" or "we" or "our") (NYSE: GTN and GTN.A) today
announced that it has received all government approvals for all of
its previously announced television station acquisitions, including
those involving Hoak Media, LLC ("Hoak").
On November 20, 2013, Gray
announced agreements with Hoak and separate agreements by which
Excalibur Broadcasting, LLC ("Excalibur") would acquire television
stations in existing or future Gray markets from Hoak, Parker
Broadcasting, Inc. ("Parker"), and Prime Cities Broadcasting, Inc.
("Prime Cities"). At that time, Gray also announced that it
and Excalibur would divest Hoak's and Parker's television stations
in the Panama City and Grand Junction markets and subsequently
announced on December 19, 2013, that
Nexstar Broadcasting, Inc. ("Nexstar"), and Mission Broadcasting,
Inc. ("Mission Broadcasting") would acquire the television stations
in those two markets.
On March 3, 2014, the Antitrust
Division cleared all of the transactions involving the Hoak,
Parker, and Prime Cities television stations. On March 12, 2014, however, the FCC issued a Public
Notice imposing new restrictions on pending transactions involving
television stations. In response to that action and FCC
advice, on March 24, 2014, Gray and
Excalibur submitted amendments to their pending applications that
restructured the proposed Excalibur acquisitions. The changes
included removing Gray's guarantee of Excalibur's financing to
acquire Excalibur's new stations and eliminating a put/call option
on Excalibur's new stations. In addition, Excalibur withdrew
its application to acquire the Prime Cities television
stations. Nexstar and Mission Broadcasting also filed
amendments to restructure their transaction involving the Grand
Junction DMA.
On April 3, 2014, the FCC's Media
Bureau approved Gray's applications to acquire the following
television stations from Hoak:
STATION
|
AFFILIATION
|
MARKET
|
DMA
RANK
|
KSFY
|
ABC
|
Sioux Falls,
SD
|
111
|
KABY*
|
ABC
|
Sioux Falls,
SD
|
111
|
KPRY*
|
ABC
|
Sioux Falls,
SD
|
111
|
KVLY
|
NBC
|
Fargo-Valley City,
ND
|
116
|
KNOE
|
CBS
|
Monroe- El Dorado,
LA
|
137
|
KFYR
|
NBC
|
Minot-Bismarck-Dickinson,
ND
|
145
|
KMOT*
|
NBC
|
Minot-Bismarck-Dickinson,
ND
|
145
|
KUMV*
|
NBC
|
Minot-Bismarck-Dickinson,
ND
|
145
|
KQCD*
|
NBC
|
Minot-Bismarck-Dickinson,
ND
|
145
|
KALB
|
NBC/CBS
|
Alexandria,
LA
|
179
|
KNOP
|
NBC
|
North Platte,
NE
|
208
|
KIIT-LP
|
FOX
|
North Platte,
NE
|
208
|
* satellite
station
|
Gray currently anticipates that it will close on the acquisition
of the above-listed Hoak television stations during the second
quarter of 2014.
The FCC has not acted on the amended Excalibur's applications to
acquire the following television stations from Hoak and Parker:
STATION
|
AFFILIATION
|
MARKET
|
DMA
RANK
|
KHAS
|
NBC
|
Lincoln-Hastings-Kearney,
NE
|
105
|
KXJB
|
CBS
|
Fargo-Valley City,
ND
|
116
|
KAQY
|
ABC
|
Monroe-El Dorado,
LA
|
137
|
Likewise, the FCC also has not acted on the amended Nexstar and
Mission Broadcasting applications. Gray cannot predict when
the FCC might grant the Excalibur applications.
In light of the FCC uncertainty, Gray is exploring alternative
arrangements that may facilitate the creation of the efficiencies,
public interest benefits, and expanded advertiser opportunities
that were proposed in the still-pending Excalibur applications.
Gray notes, however, that its projected net revenue from
providing services to KHAS, KXJB and KAQY is expected to constitute
approximately 3% of Gray's annual pro forma net revenues.
Separately, in March 2014, the FCC
approved Gray's acquisition of WQCW(TV), Portsmouth, Ohio and WOCW-LP, Charleston, West Virginia (collectively,
"WQCW-TV") from Lockwood Broadcast Group. WQCW-TV serves as
the CW affiliate for the Charleston/ Huntington, West Virginia television market,
where Gray owns and operates WSAZ-TV, the market's NBC
affiliate. Gray closed this acquisition on April 1, 2014.
Finally, on April 3, 2014, the FCC
granted Gray's application to acquire KEVN and KIVV in the Rapid
City, North Dakota, market, which
together serve as that DMA's Fox affiliate, from Mission TV, LLC
("Mission TV"), which is unrelated to Mission Broadcasting.
Gray anticipates closing this transaction in the second
quarter of 2014.
The aggregate purchase prices for the transactions outlined
above, including the restructuring of certain Excalibur
arrangements as described above, represent a multiple of
approximately 6.8 times a blended average of 2013-2014 pro forma
broadcast cash flow of the stations, including expected
synergies. As such, consummation of the pending transactions
will be immediately free cash flow accretive to Gray.
Gray has now received government approvals to all previously
announced transactions. Consequently, Gray currently does not
have any applications pending before the FCC or the DOJ.
The Company
We are a television broadcast company headquartered in
Atlanta, Georgia, that owns and/or
operates television stations and leading digital assets in dozens
of markets across the country. Upon completion of all
previously announced and pending transactions, we will own and/or
operate television stations in 40 television markets broadcasting
136 program streams including 73 affiliates of the Big Four
networks (ABC, CBS, NBC and FOX). At that time, our owned
and/or operated stations will include twenty-seven channels
affiliated with the CBS Network, twenty-two channels affiliated
with the NBC Network, fourteen channels affiliated with the ABC
Network and ten channels affiliated with the FOX Network. We
will then own and/or operate the number-one ranked television
station in 27 of those 40 markets and the number-one or number-two
ranked television station operations in 37 of those 40
markets. We will reach approximately 7.3 percent of total
United States television
households.
SOURCE Gray Television, Inc.