ATLANTA, April 21 /PRNewswire-FirstCall/ -- Gray
Television, Inc. ("Gray" or the "Company") (NYSE: GTN) announced
today that it has priced its previously announced offering of
$365 million aggregate principal
amount of 10 1/2% senior secured second lien notes due 2015.
The sale of the notes is expected to be completed on
April 29, 2010, subject to customary
closing conditions.
The notes were priced at 98.085% of par. The notes will be
secured on a second priority basis, subject to certain exceptions
and certain permitted liens, by the Company's and the guarantors'
assets that secure the Company's senior credit facility on a first
priority basis. The Company's existing, and certain future,
subsidiaries will guarantee the notes on a senior secured
basis.
The Company intends to use the net proceeds from the offering of
Notes to (i) repay a portion of its term loans outstanding, (ii)
repurchase a portion of the outstanding shares of its Series D
perpetual preferred stock and (iii) pay related fees and expenses,
including advisory fees.
The Notes and the related guarantees have not been, and will not
be, registered under the Act or the securities laws of any other
place 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, nor shall there be any
offer, solicitation or sale of any Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
This notice is being issued pursuant to and in accordance
with Rule 135c under the Act.
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 the federal securities
laws. These "forward-looking statements" are not statements of
historical fact, and may include, among other things, statements
regarding our current expectations and beliefs as to operating
results, future revenues and expenses, the timing, costs and our
ability to consummate any future transactions, 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 April 21, 2010. 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,
2009, which is on file with the SEC and available at the
SEC's website at www.sec.gov.
Gray Television, Inc.
Gray Television, Inc. is a television broadcast company
headquartered in Atlanta, Georgia.
We currently operate 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station). In
addition, we currently operate 39 digital second channels including
1 ABC, 4 FOX, 7 CW, 18 MyNetworkTV, 2 Universal Sports Network
affiliates and 7 local news/weather channels in certain of our
existing markets.
SOURCE Gray Television, Inc.