Gray Announces Upsizing and Pricing of $750.0 Million of 7.0% Senior Notes Due 2027
November 01 2018 - 6:15PM
Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN and
GTN.A) announced today the pricing of its previously announced
private offering of $750.0 million aggregate principal amount of
7.0% senior notes due 2027 (the “Notes”) by Gray Escrow, Inc., a
special purpose wholly owned subsidiary of Gray (the “Escrow
Issuer”). This represents an increase of $250.0 million over the
amount previously announced. The Notes were priced at 100% of par.
The offering of the Notes is expected to close on November 16,
2018, subject to customary closing conditions, at which time the
proceeds of the offering will be funded into an escrow account.
The Notes are being offered to finance, together with cash on
hand and anticipated debt facilities and indebtedness of Gray, the
acquisition of Raycom Media, Inc. (the “Raycom Merger”), which was
previously announced on June 25, 2018, and is expected to close in
December 2018. If the Raycom Merger is consummated and certain
other conditions are satisfied, the net proceeds from the offering
will be released from escrow to fund the Raycom Merger, the Escrow
Issuer will merge with and into Gray and Gray will become the
primary obligor under the Notes (the “Assumption”).
Following the Assumption, the Notes will be guaranteed, jointly
and severally, by each existing and future restricted subsidiary of
Gray that guarantees Gray’s existing senior credit facility.
The Notes and related guarantees will be offered only to
qualified institutional buyers under Rule 144A of the Securities
Act of 1933, as amended (the “Securities Act”), and to non-U.S.
persons in transactions outside the United States under Regulation
S of the Securities Act. The Notes have not been, and will not be,
registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and other applicable securities
laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This notice is being
issued pursuant to and in accordance with Rule 135c under the
Securities 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 facts, and may include, among other things, statements
regarding our current expectations and beliefs as to our ability to
consummate the offering of Notes, the intended use of proceeds
thereof, other pending 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 the date hereof. 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, 2017, which is on file with
the U.S. Securities and Exchange Commission (the “SEC”), and may be
contained in reports subsequently filed with the SEC and available
at the SEC’s website at www.sec.gov.
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Gray Contacts:
www.gray.tv
Jim Ryan, Executive Vice President and Chief Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-504-9828
Gray Television (NYSE:GTN)
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