ATLANTA, June 7, 2016 /PRNewswire/ -- Gray
Television, Inc. ("Gray," "we," "us" or "our") (NYSE: GTN and
GTN.A) announced today that it has commenced an offering of
$425.0 million aggregate principal
amount of senior notes due 2026 (the "Notes") in a private offering
that is exempt from the registration requirements of the Securities
Act of 1933 (the "Act"). The Notes will be the Company's senior
unsecured obligations and will be guaranteed by all of the
Company's existing, and certain future, subsidiaries.
The Company intends to use the proceeds from the offering, and
cash on hand, to repay the outstanding term loan entered into in
February 2016 under the Company's
senior credit facility, and to pay transaction related fees and
expenses. The completion of the offering of Notes is
conditioned upon customary closing conditions.
The Notes and the related guarantees have not been, and will not
be, registered under the Act 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 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 statements other than
statements of historical fact, and may include, among other things,
statements regarding our current expectations and beliefs as to the
consummation of the offering of Notes and the 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
June 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 Report on
Form 10-Q for the quarter ended March 31,
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.