Gray Announces Upsizing and Pricing of $1.25 Billion of 10.500% Senior Secured First Lien Notes due 2029
May 23 2024 - 1:03PM
Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today the
pricing of its previously announced private offering of $1.25
billion aggregate principal amount of 10.500% senior secured first
lien notes due 2029 (the “Notes”). This represents an increase of
$250 million over the amount previously announced. The Notes were
priced at 100% of par. The offering of the Notes is expected to
close on June 3, 2024, subject to customary closing conditions and
the closing of the refinancing of its senior credit facility.
The Notes are being offered, together with the net proceeds of
up to $500 million of a new tranche F term loan, availability under
its revolving credit facility and cash on hand, to refinance Gray’s
$1.2 billion tranche E term loan due January 2, 2026, repurchase in
a tender offer any and all of its outstanding 5.875% senior notes
due 2026 and pay all fees and expenses in connection with the
offering.
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.
Forward-Looking Statements:
This press release contains certain forward-looking statements
that are based largely on Gray’s current expectations and reflect
various estimates and assumptions by Gray. These statements are
statements other than those of historical fact and may be
identified by words such as “estimates,” “expect,” “anticipate,”
“will,” “implied,” “intend,” “assume” and similar expressions.
Forward-looking statements are subject to certain risks, trends and
uncertainties that could cause actual results and achievements to
differ materially from those expressed in such forward-looking
statements. Such risks, trends and uncertainties, which in some
instances are beyond Gray’s control, include Gray’s ability to
consummate the offering of notes, the senior credit facility
refinancing or the tender offer; the intended use of proceeds of
the offering and the senior credit facility refinancing; and other
future events. Gray is subject to additional risks and
uncertainties described in Gray’s quarterly and annual reports
filed with the Securities and Exchange Commission from time to
time, including in the “Risk Factors,” and management’s discussion
and analysis of financial condition and results of operations
sections contained therein, which reports are made publicly
available via its website, www.gray.tv. Any forward-looking
statements in this communication should be evaluated in light of
these important risk factors. This press release reflects
management’s views as of the date hereof. Except to the extent
required by applicable law, Gray undertakes no obligation to update
or revise any information contained in this communication beyond
the date hereof, whether as a result of new information, future
events or otherwise.
Gray Contacts:
Jim Ryan, Executive Vice President and Chief
Financial Officer, 404-504-9828Jeff Gignac,
Executive Vice President, Finance, 404-504-9828Kevin P.
Latek, Executive Vice President, Chief Legal and
Development Officer, 404-266-8333
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